Alpine Banks of Colorado announces exchange offer
Rhea-AI Summary
Alpine Banks of Colorado (OTCQX: ALPIB) announced a voluntary exchange offer to convert up to 800,000 Class A common shares into newly issued Class B common shares on a one-for-one basis.
The offer runs from December 12, 2025 through 5:00 p.m. MT on January 16, 2026 unless extended. Class B shares are listed on the OTCQX Best Market, while Class A shares lack a public trading market; the company says the exchange could give Class A holders an opportunity to obtain more marketable Class B shares. The company will not issue fractional Class B shares, will allocate on a pro rata basis if oversubscribed, and is relying on Section 3(a)(9) of the Securities Act to exempt the exchanged shares from registration. No commissions will be paid for solicitations.
Positive
- 800,000 Class A shares eligible for exchange (one-for-one)
- Class B shares listed on OTCQX, offering marketability
- Exchange relies on Section 3(a)(9) exemption (no registration)
Negative
- Company notes limited marketability for Class A shares
- Offer pro rata if oversubscribed, so holders may not fully convert
- No fractional Class B shares will be issued; partial tenders may be returned
GLENWOOD SPRINGS, Colo., Dec. 02, 2025 (GLOBE NEWSWIRE) -- Alpine Banks of Colorado (OTCQX: ALPIB) (“Alpine” or the “Company”), the holding company for Alpine Bank, announced today that its board of directors has approved an offer to exchange up to 800,000 shares of Class A common stock (“Class A Shares”) for newly issued Class B common stock (“Class B Shares”) on a one-for-one basis. If the exchange offer is oversubscribed, the Company intends to exchange Class A Shares from all tendering shareholders on a pro rata basis. The Company will not issue any fractional Class B Shares. Any Class A Shares that are not accepted for tender will be returned to the holders of the Class A Shares who tendered them.
The Company has recognized that the lack of a publicly traded market for Class A Shares gives limited marketability for shareholders to sell their Class A Shares. The Company’s Class B Shares are listed on the OTCQX® Best Market and thus have some marketability. The Company believes that the exchange offer could provide holders of Class A Shares with the opportunity to exchange their Class A Shares for Class B Shares and, if they wish, to sell their Class B Shares.
“Alpine Bank continues to remain committed to operating as an independent, Colorado-focused bank,” said Alpine Bank President and Vice Chairman Glen Jammaron. “We believe strategic advancements like this exchange offer will support the interests of our shareholders, our employee owners and the communities we serve.”
The exchange offer will begin on December 12, 2025, and will expire at 5:00 p.m. Mountain Time on January 16, 2026, unless the exchange offer is extended. The Company’s transfer agent, Equniti Trust Company LLC, will serve as the exchange agent for the exchange offer.
The Company is relying on Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”), to exempt the Class B Shares issued in the exchange offer from the registration requirements of the Securities Act. Section 3(a)(9) provides that the registration requirements of the Securities Act will not apply to “any security exchange by the issuer with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange.” The Company has no contract, arrangement or understanding relating to, and will not, directly or indirectly, pay any commission or other remuneration to any broker, dealer, salesperson, agent or any other person for soliciting tenders in the exchange offer.
This press release is for informational purposes only and does not constitute an offer to sell, or the solicitation of an offer to buy, any securities of the Company. The solicitation and the offer to exchange Class A Shares will be made pursuant to an offer to exchange and related materials that the Company will provide to holders of record of Class A Shares.
About Alpine Banks of Colorado
Alpine Banks of Colorado, through its wholly owned subsidiary Alpine Bank, is a
*Alpine Bank Wealth Management services are not FDIC insured, may lose value, and are not guaranteed by the Bank.
| Contacts: | Glen Jammaron | Mike Burns |
| President and Vice Chairman | Chief Financial Officer | |
| Alpine Banks of Colorado | Alpine Banks of Colorado | |
| 2200 Grand Avenue | 2200 Grand Avenue | |
| Glenwood Springs, CO 81601 | Glenwood Springs, CO 81601 | |
| (970) 384-3266 | (970) 259-3090 |
A note about forward-looking statements
This press release contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “reflects,” “believes,” “can,” “would,” “should,” “will,” “estimates,” “looks forward to,” “continues,” “expects” and similar references to future periods. Examples of forward-looking statements include, but are not limited to, statements we make regarding our evaluation of macro-environment risks, Federal Reserve rate management, and trends reflecting things such as regulatory capital standards and adequacy. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. We caution you therefore against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. There are many factors that could cause actual results to differ materially from those contemplated by forward-looking statements. Any forward-looking statement made by us in this press release or in any subsequent written or oral statements attributable to the Company are expressly qualified in their entirety by the cautionary statements above. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.
| Contact: | Mike Burns, Chief Financial Officer |
| Alpine Banks of Colorado | |
| (970) 259-3090 | |
| mikeburns@alpinebank.com |
FAQ
What is Alpine Banks (ALPIB) offering in the December 2025 exchange offer?
When does the ALPIB exchange offer start and expire?
How will Alpine Banks allocate shares if the ALPIB exchange offer is oversubscribed?
Will Alpine Banks (ALPIB) issue fractional Class B shares in the exchange?
Why might Class A shareholders want to exchange for Class B shares (ALPIB)?
Is the ALPIB exchange offer registered with the Securities Act?
