Bank First (NASDAQ: BFC) plans $202.9M all‑stock merger with PSB Holdings
Rhea-AI Filing Summary
Bank First Corporation is planning a stock‑for‑stock acquisition of PSB Holdings, Inc. in a strategic bank merger. Each PSB common share will be converted into 0.3470 shares of Bank First common stock, valuing the deal at approximately $202.9 million based on Bank First’s May 18, 2026 closing price. The transaction is expected to close in the fourth quarter of 2026, subject to PSB shareholder approval, regulatory clearances, SEC effectiveness of a Form S‑4 registration statement, and other customary conditions, including tax opinions that the deal qualifies as a reorganization under Section 368(a). A side letter fixes the earliest closing date at December 4, 2026 and, if closing is delayed beyond that date for reasons not attributable to PSB, allows PSB’s board to declare a one‑time special dividend of $1.00 per common share without reducing tangible book value for deal purposes. The combined company is projected to have about $7.6 billion in assets, with management targeting roughly 14.2% EPS accretion in 2027, about 1.0% tangible book value dilution at closing, and a 0.25‑year earnback period.
Positive
- Double‑digit projected EPS accretion – Management targets approximately 14.2% earnings per share accretion in 2027 and 12.0% in 2028 from the PSB acquisition, driven largely by 35% cost savings from PSB’s expense base.
- Limited tangible book value dilution – Estimated tangible book value dilution is about 1.0% at closing with a 0.25‑year earnback period using the crossover method, while maintaining a projected CET1 ratio of 11.1% at close.
- Meaningful balance‑sheet scale – Based on March 31, 2026 data, the combined company is projected to have roughly $7.6 billion in assets, $5.6 billion in loans, and $6.3 billion in deposits, enhancing Bank First’s competitive position in Wisconsin.
Negative
- Integration and execution risk – The combination depends on realizing 35% cost savings, integrating PSB’s operations, and completing another large deal soon after the Centre 1 Bancorp acquisition, all of which could pressure performance if delayed or disrupted.
- Share issuance and dilution to existing holders – The all‑stock structure requires Bank First to issue new shares to PSB shareholders, creating tangible book value dilution and the potential for earnings impact if projected synergies are not achieved.
- Deal‑specific termination economics – PSB may owe Bank First a termination fee of $8,117,163 in certain scenarios, adding financial consequences if the transaction fails due to competing proposals or specified breaches.
Insights
All‑stock PSB acquisition materially scales Bank First with targeted EPS accretion and limited TBV dilution.
Bank First is acquiring PSB Holdings in an all‑stock transaction valued at about $202.9 million, using a fixed exchange ratio of 0.3470 Bank First shares per PSB share. Pro forma, the combined bank is projected to reach roughly $7.6 billion in assets, significantly expanding presence across Wisconsin.
Management projects cost saves equal to 35% of PSB’s expense base, driving expected EPS accretion of 14.2% in 2027 and 12.0% in 2028. Tangible book value dilution is estimated at only 1.0% at closing with an earnback period of 0.25 year using the crossover method, leaving pro forma common equity tier 1 at 11.1% and a leverage ratio of 9.2% at closing.
Risks highlighted include execution of projected cost savings, integration of PSB’s operations and culture, and the usual regulatory and shareholder approvals. The structure also entails share issuance and associated dilution, as well as a termination fee of $8,117,163 payable by PSB in specified break scenarios. Overall, the disclosed projections suggest a financially attractive, though integration‑dependent, regional consolidation strategy.
8-K Event Classification
Key Figures
Key Terms
Agreement and Plan of Merger regulatory
tangible book value financial
Section 368(a) regulatory
termination fee financial
core deposit intangible financial
Form S-4 regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
| Date of Report (Date of earliest event reported) |
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
| Registrant’s telephone number, including area code | ( |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Ticker Symbol(s) | Name of each exchange on which registered |
per share |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 1.01 | Entry Into a Material Definitive Agreement |
On May 19, 2026, Bank First Corporation, a Wisconsin corporation (“BFC”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with PSB Holdings, Inc., a Wisconsin corporation (“PSB”), whereby PSB will be merged with and into BFC (the “Merger”). Pursuant to entering into the Merger Agreement, BFC’s wholly-owned subsidiary bank, Bank First, N.A. (“Bank First”), and PSB’s wholly-owned subsidiary bank, Peoples State Bank (“Peoples State Bank”), will enter into a Bank Plan of Merger and Merger Agreement whereby Peoples State Bank will be merged with and into Bank First immediately following the merger of PSB with and into BFC with Bank First continuing as the surviving bank.
The Merger Agreement has been unanimously approved by the boards of directors of BFC and PSB. The transaction is expected to close in the fourth quarter of 2026, subject to customary closing conditions discussed below.
Merger Consideration. Pursuant to the Merger Agreement, each outstanding share of PSB common stock issued and outstanding immediately prior to the effective time of the Merger will be converted into the right to receive 0.3470 shares of common stock of BFC. Notwithstanding the foregoing, the aggregate merger consideration is subject to a downward adjustment if PSB’s tangible book value (as calculated per the Merger Agreement) is less than $122,837,000 at the effective time of the Merger. Each outstanding share of BFC’s common stock shall remain outstanding and unaffected by the Merger. In addition, each outstanding share of PSB preferred stock will be converted into the right to receive consideration pursuant to a preferred stock transaction to be entered into prior to, and effective as of, the closing, pursuant to which BFC intends to enter into binding agreements to purchase all outstanding shares of PSB preferred stock from the holders thereof. If BFC does not enter into such agreements with all holders of PSB preferred stock, then each outstanding share of PSB preferred stock will instead be converted into the right to receive one share of a newly designated series of preferred stock of BFC having rights, preferences and privileges that, taken as a whole, are substantially comparable to, and not materially less favorable than, those of the PSB preferred stock immediately prior to the effective time.
Representations and Warranties. The Merger Agreement contains usual and customary representations and warranties that BFC and PSB made to each other as of specific dates. The assertions embodied in those representations and warranties were made solely for purposes of the contract between BFC and PSB and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating certain terms. Moreover, certain of the representations and warranties are subject to a contractual standard of materiality that may be different from what may be viewed as material to shareholders, and the representations and warranties may have been used to allocate risk between BFC and PSB rather than establishing matters of fact. For the foregoing reasons, no one should rely on such representations, warranties, covenants or other terms, provisions or conditions as statements of factual information regarding BFC or PSB at the time they were made or otherwise. The representations and warranties of the parties will not survive the closing.
Covenants; No Solicitation. Each party also has agreed to customary covenants, including, among others, covenants relating to the conduct of its business during the interim period between the execution of the Merger Agreement and the consummation of the Merger. Additionally, PSB has agreed (i) not to initiate, solicit, induce or knowingly encourage, or take any action to facilitate the making of any acquisition proposal or, subject to certain exceptions, participate in discussions or negotiations regarding, or furnish any non-public information relating to, any acquisition proposal and (ii) subject to certain exceptions, not to withdraw or modify, in a manner adverse to BFC, the recommendation of the PSB board of directors that PSB’s shareholders approve the Merger Agreement and the Merger. In the event that PSB receives an acquisition proposal that the PSB board of directors determines is superior to the Merger, BFC will have an opportunity to match the terms of such proposal, subject to certain requirements.
Conditions to Closing. Consummation of the Merger is subject to various customary conditions, including, among others, (i) approval of the Merger Agreement and the Merger by shareholders of PSB; (ii) the shares of BFC common stock to be issued in the Merger having been approved for listing on the National Market System of The Nasdaq Stock Market (“NASDAQ”); (iii) the receipt of certain regulatory approvals; (iv) no injunctions or other legal restraints preventing the consummation of the Merger; (v) the U.S. Securities and Exchange Commission (“SEC”) having declared effective BFC’s registration statement covering the issuance of shares of BFC’s common stock, and, if necessary, the new series of BFC preferred stock, in the Merger; (vi) the receipt by each party of a tax opinion to the effect that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended; (vii) the accuracy of representations and warranties of the parties and compliance by the parties with their respective covenants and obligations under the Merger Agreement (subject to customary materiality qualifiers); and (viii) the absence of a material adverse effect with respect to PSB (and, in certain respects, BFC), as specified in the Merger Agreement.
Termination. The Merger Agreement may be terminated in certain circumstances, including: (i) by mutual written agreement of the parties, (ii) by either party if any regulatory approval required for consummation of the transactions contemplated by the Merger Agreement has been denied by final non-appealable action by the relevant governmental authority or an application for such approval has been permanently withdrawn at the request of a governmental authority, (iii) by either party if the approval of the shareholders of PSB is not obtained, (iv) by either party in the event of a material breach by the other party of any representation, warranty or covenant contained in the Merger Agreement and such breach is not cured within the earlier of thirty days or two days prior to the expiration of the Merger Agreement, (v) by either party if the Merger is not consummated on or before December 4, 2026 (subject to extension to February 19, 2027), (vi) by BFC if PSB’s board of directors breaches its obligation not to solicit any acquisition proposal, changes its recommendation with respect to the Merger in accordance with the terms of the Merger Agreement, or breaches its obligation to call a special PSB shareholder meeting to vote on the Merger, or (vii) by PSB in order to enter into an agreement to a superior proposal.
PSB also has the right to terminate the Merger Agreement in the event that (A) the price of BFC’s common stock declines by more than 15% from May 18, 2026, and (B) the decline of the price of BFC’s common stock is 15% greater than the change in the price of the NASDAQ Bank Index over the same period of time. In the event that such a decline in the price of BFC’s common stock occurs, BFC shall have the right, but not the obligation, to “fill” the decline by adjusting the merger consideration as further described in the Merger Agreement.
Termination Fee. PSB will pay BFC a termination fee equal to $8,117,163 in the event (i) the Merger Agreement is terminated by BFC because PSB’s board of directors breaches its obligation not to solicit any acquisition proposal, changes its recommendation with respect to the Merger in accordance with the terms of the Merger Agreement, or breaches its obligation to call a special PSB shareholder meeting to vote on the Merger, (ii) PSB terminates this agreement in order to accept a superior proposal, or (iii) the Merger Agreement is terminated (A) by either BFC or PSB because the required PSB shareholder approval is not obtained or (B) the Merger Agreement is terminated by BFC because of PSB’s material breach of representations, warranties or covenants, and, in the case of clause (iii), an acquisition proposal was publicly announced or received prior to termination and PSB enters into or completes such an acquisition transaction within 12 months following such termination (subject to the thresholds specified in the Merger Agreement).
Corporate Governance. Pursuant to the Merger Agreement, BFC will expand its board of directors by one seat to appoint one member of PSB’s board to be selected by BFC in its discretion following the Effective Time and no later than BFC’s 2027 annual meeting of shareholders. If selected, this individual must meet BFC’s director standards, comply with its governance policies, and qualify as an independent director under NASDAQ rules.
The foregoing summary of the Merger Agreement is not complete and is qualified in its entirety by reference to the full text of the Merger Agreement and certain exhibits attached thereto, a copy of which is filed as Exhibit 2.1 attached hereto and incorporated by reference herein. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding BFC, its affiliates and their respective businesses, and the information regarding the Merger Agreement and the Merger that will be contained in, or incorporated by reference into, the registration statement on Form S-4 of BFC that will include a proxy statement of PSB and a prospectus of BFC and that will be filed with the SEC.
Voting Agreements
In connection with entering into the Merger Agreement, the directors and executive officers of PSB have entered into voting agreements (the “PSB Voting Agreements”), pursuant to which each such director and executive officer agreed to vote his, her or its shares of PSB common stock in favor of approval of the Merger Agreement and the consummation of the transactions contemplated therein and against certain other actions, proposals, transactions or agreements that would be detrimental to the consummation of the Merger. The PSB Voting Agreements generally prohibit the sale or transfer of the shares held by each such shareholder until the earlier of (i) termination of the Merger Agreement or (ii) receipt of the approval of the shareholders of PSB. The PSB Voting Agreements terminate upon the earlier of (i) the consummation of the Merger, (ii) the amendment of the Merger Agreement in any manner that materially and adversely affects any rights of the shareholder, (iii) the termination of the Merger Agreement or (iv) three years from the date of the PSB Voting Agreements.
The foregoing summary of the PSB Voting Agreements is qualified in its entirety by reference to the complete text of such documents, a form of which is included as Exhibit A to the Merger Agreement, filed as Exhibit 2.1 attached hereto and which is incorporated herein by reference.
Director Non-Compete Agreements
In connection with entering into the Merger Agreement, each of the directors of PSB and Peoples State Bank will enter into a Non-Competition and Non-Disclosure Agreement with BFC, which contains provisions related to the non-disclosure of confidential information and trade secrets, non-solicitation of customers with whom such directors had material contact, non-competition within a restricted territory, and non-recruitment of employees.
The foregoing summary of the Non-Competition and Non-Disclosure Agreement is qualified in its entirety by reference to the complete text of such document, a form of which is included as Exhibit C to the Merger Agreement, filed as Exhibit 2.1 attached hereto and which is incorporated herein by reference.
Side Letter Agreement
In connection with the Merger Agreement, BFC and PSB entered into a side letter agreement (the “Side Letter Agreement”) pursuant to which, the parties agreed that the closing will not occur until December 4, 2026. In consideration of such agreement, BFC agreed that, if all conditions to closing have been satisfied or waived such that the closing could have occurred prior to such date (such date, the “Default Closing Date”), BFC will be deemed to have waived its right to terminate the Merger Agreement for material breaches of PSB’s representations and warranties occurring after the Default Closing Date, subject to specified exceptions, including breaches resulting in or reasonably expected to result in a material adverse effect and material breaches of PSB’s covenants.
In addition, the Side Letter Agreement provides that, if the closing has not occurred on or before December 4, 2026 (subject to specified conditions), PSB may declare and pay a one-time special dividend of $1.00 per share to holders of its common stock immediately prior to the closing, which will not reduce PSB tangible common book value for purposes of the Merger Agreement. The Side Letter Agreement limits PSB’s ability to declare or pay such dividend by providing that PSB may not do so if the failure to consummate the closing by December 4, 2026 is attributable to PSB, including as a result of PSB’s material breach of any representation, warranty or covenant contained in the Merger Agreement or due to the fault of PSB or its vendors.
The foregoing summary of the Side Letter Agreement is qualified in its entirety by reference to the complete text of the Side Letter Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 8.01 | Other Events |
On May 19, 2026, BFC and PSB issued a joint press release announcing the entry into the Merger Agreement. A copy of the joint press release is filed as Exhibit 99.1 attached hereto and incorporated by reference herein.
In connection with the announcement of the Merger Agreement, BFC intends to provide supplemental information regarding the proposed transaction in connection with presentations to analysts and investors. The slides that will be made available in connection with the presentations are attached hereto as Exhibit 99.2 and are incorporated by reference herein.
Cautionary Statements Regarding Forward-Looking Information.
This Current Report contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. In general, forward-looking statements usually use words such as “may,” “believe,” “expect,” “anticipate,” “intend,” “should,” “plan,” “estimate,” “predict,” “continue” and “potential” or the negative of these terms or other comparable terminology, including statements related to the expected timing of the closing of the Merger, the expected returns and other benefits of the Merger to shareholders, expected improvement in operating efficiency resulting from the Merger, estimated expense reductions resulting from the transactions and the timing of achievement of such reductions, the impact on and timing of the recovery of the impact on tangible book value, and the effect of the Merger on BFC’s capital ratios. Forward-looking statements represent management’s beliefs, based upon information available at the time the statements are made, with regard to the matters addressed; they are not guarantees of future performance. Forward-looking statements are subject to numerous assumptions, risks and uncertainties that change over time and could cause actual results or financial condition to differ materially from those expressed in or implied by such statements.
Factors that could cause or contribute to such differences include, but are not limited to (1) the risk that the cost savings and any revenue synergies from the Merger may not be realized or take longer than anticipated to be realized, (2) disruption from the Merger with customers, suppliers, employee or other business partners, (3) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, (4) the risk of successful integration of PSB’s business into BFC, (5) the failure to obtain the necessary approval by the shareholders of PSB, (6) the amount of the costs, fees, expenses and charges related to the Merger, (7) the ability of the parties to obtain required governmental approvals of the Merger on expected terms or in a timely manner, or at all, (8) reputational risk and the reaction of each of the companies’ customers, suppliers, employees or other business partners to the Merger, (9) the failure of the closing conditions in the Merger Agreement to be satisfied, or any unexpected delay in closing of the Merger, (10) the risk that the integration of PSB’s operations into the operations of BFC will be materially delayed or will be more costly or difficult than expected, (11) the possibility that the Merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events, (12) the dilution caused by BFC’s issuance of additional shares of its common stock in the Merger, (13) the successful integration of the recently completed acquisition of Centre 1 Bancorp, Inc., and (14) general competitive, economic, political and market conditions.
Many of these factors are beyond BFC’s and PSB’s ability to control or predict. Other relevant risk factors may be detailed from time to time in BFC’s press releases and filings with the Securities and Exchange Commission (the “SEC”). Consequently, no forward-looking statement can be guaranteed. Neither BFC nor PSB undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. For any forward-looking statements made in this news release or any related documents, BFC and PSB claim protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
Additional Information about the Merger and Where to Find It
This Current Report does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval with respect to the proposed transaction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, and no offer to sell or solicitation of an offer to buy shall be made in any jurisdiction in which such offer or solicitation would be unlawful. In connection with the proposed transaction, BFC will file with the SEC a registration statement on Form S-4 that will include a proxy statement of PSB, and a prospectus of BFC, as well as other relevant documents concerning the proposed transaction. WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION STATEMENT ON FORM S-4, THE PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT BFC, PSB AND THE PROPOSED MERGER. The proxy statement/prospectus will be sent to the shareholders of PSB seeking the required shareholder approval. Investors and security holders will be able to obtain free copies of the registration statement on Form S-4 and the related proxy statement/prospectus, when filed, as well as other documents filed with the SEC by BFC through the website maintained by the SEC at www.sec.gov. Documents filed with the SEC by BFC will also be available free of charge on the Shareholder Services page of BFC’s website at https://ir.bankfirst.com/financial-information/regulatory-filings/default.aspx, or by directing a written request to Bank First Corporation, P.O. Box 10, Manitowoc, Wisconsin 54221-0010, Attn: Kelly Dvorak. BFC’s telephone number is (920) 652-3100.
Participants in the Transaction
BFC, PSB and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of PSB in connection with the proposed transaction. Certain information regarding the interests of these participants and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the proxy statement/prospectus regarding the proposed transaction when it becomes available. Additional information about BFC and its directors and officers may be found on BFC’s Shareholder Services page at www.bankfirst.com and in BFC’s proxy statement filed with the SEC on April 24, 2026.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 2.1 | Agreement and Plan of Merger, dated May 19, 2026, by and between Bank First Corporation and PSB Holdings, Inc. | |
| 10.1 | Side Letter Agreement, dated May 19, 2026, by and between Bank First Corporation and PSB Holdings, Inc. | |
| 99.1 | Joint Press Release of Bank First Corporation and PSB Holdings, Inc., dated May 19, 2026 | |
| 99.2 | Investor Presentation dated May 19, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BANK FIRST CORPORATION | ||
| Date: May 19, 2026 | By: | /s/ Kevin LeMahieu |
| Kevin LeMahieu | ||
| Chief Financial Officer | ||
Exhibit 99.1
|
|
PO Box 10, Manitowoc, WI 54221-0010 |
| For further information, contact: | |
| Deb Weyker, SVP - Marketing | |
| Phone: (920) 652-3274 | Email: dweyker@bankfirst.com |
NEWS release
For Immediate Release
Bank First Corporation Signs Agreement to Acquire PSB Holdings, Inc.
Highlights of the Announced Transaction
| · | Combines Two Strong Community Banks. Unites two relationship-driven institutions with deep community roots and a shared commitment to responsive, solutions-oriented service. |
| · | Strategic Geographic Expansion. Extends Bank First’s footprint into high-potential, community-centric markets across North Central Wisconsin and the greater Milwaukee area, regions long identified for strategic growth. The integration of these complementary branch networks creates a more robust and cohesive regional presence. |
| · | Increased Financial Capacity. Grows the combined organization to over $7.6 billion in assets, enhancing lending capacity, service capabilities, and opportunities to support individuals and businesses. |
| · | Enhanced Shareholder Value. Provides long-term value through combined financial strength and disciplined, relationship-based growth. PSB Holdings, Inc. shareholders are expected to receive over an 80% market premium, increased liquidity through a publicly traded partner with a long history of uninterrupted quarterly dividends, and alignment with a top-performing institution recognized for industry excellence. |
MANITOWOC, Wis. and WAUSAU, Wis., May 19, 2026 /PRNewswire/ -- Bank First Corporation (Nasdaq: BFC) (“Bank First”), the holding company of Bank First, N.A., announced today that it has entered into an Agreement and Plan of Merger with PSB Holdings, Inc. (“Peoples”), parent company of Peoples State Bank, a Wisconsin state-chartered bank, under which Bank First will acquire 100% of the common stock of Peoples in an all-stock transaction.
Under the terms of the Agreement and Plan of Merger, each Peoples shareholder will have the right to receive 0.3470 of a share of Bank First’s common stock in exchange for each share of Peoples common stock. The aggregate consideration is valued at approximately $202.9 million, based on the closing price of Bank First common stock as of May 18, 2026, of $143.66 per share.
The partnership brings together two organizations with shared values, strong customer relationships, and a commitment to community banking. Bank First expands into attractive markets across North Central Wisconsin and the greater Milwaukee area, with a complementary branch network, while Peoples benefits from the scale, resources, and technology of a larger institution without sacrificing local decision making or its community-focused culture.
Customers of both banks will have access to expanded products, services, and capabilities. Peoples customers gain access to Bank First’s advanced digital banking solutions, strong retail offerings, and a broader suite of Treasury Management products and services. Bank First customers benefit from Peoples’ experienced team, strong local presence, and award-winning service culture.
Mike Molepske, Chairman and Chief Executive Officer of Bank First, stated, “This partnership brings together two organizations that believe deeply in relationship-based banking and the role community banks play in helping people, businesses, and communities succeed. Over time, our leadership teams have remained connected and observed one another’s growth. It became clear that our philosophies and values align, and the timing was right to bring our organizations together in a way that strengthens both while expanding into markets where we can make a meaningful impact.”
“Bank First is an ideal partner for Peoples, bringing scale, expanded capabilities, a people-centered culture, and a shared commitment to putting customers first,” stated Scott Cattanach, President and Chief Executive Officer of Peoples. “This merger allows us to build on the relationships we have established while providing customers with enhanced digital banking solutions, a broader range of products and services, and continued local decision making. Just as importantly, it creates new opportunities for our employees and strengthens our ability to serve our communities for years to come.”
The Boards of Directors of Bank First and Peoples have approved the Agreement and Plan of Merger. Subject to customary closing conditions, regulatory approval, and approval by Peoples’ shareholders, the transaction's closing and systems conversion are expected to occur in the fourth quarter of 2026.
As of March 31, 2026, Peoples had approximately $1.50 billion in consolidated assets, $1.12 billion in net loans, $1.19 billion in deposits, and $133.87 million in consolidated stockholders’ equity. Based on the financial results as of March 31, 2026, the combined company, including Bank First’s recent acquisition of Centre 1 Bancorp, Inc., which closed on January 1, 2026, will have total assets of approximately $7.6 billion, loans of approximately $5.64 billion, and deposits of approximately $6.27 billion.
Piper Sandler & Co. served as financial advisor to Bank First, and Alston & Bird LLP served as legal counsel. Raymond James & Associates, Inc. served as financial advisor to Peoples, and Boardman Clark LLP served as legal counsel.
Bank First Corporation and Bank First, N.A.
Bank First Corporation is the holding company for Bank First, N.A., a relationship-based financial institution headquartered in Manitowoc, Wisconsin. With approximately $6.07 billion in assets, Bank First provides a full range of financial services, including commercial and retail lending, deposit services, treasury management, trust, and wealth management, across 38 locations in Wisconsin and Illinois. Founded in 1894, Bank First has a long history of supporting the communities it serves. For more information, visit www.bankfirst.com.
PSB Holdings, Inc. and Peoples State Bank
PSB Holdings, Inc. is the parent company of Peoples State Bank. Peoples is a community bank headquartered in Wausau, Wisconsin, serving northcentral and southeastern Wisconsin from twelve full-service banking locations in Marathon, Oneida, Vilas, Portage, Milwaukee and Waukesha counties. Peoples also provides investment and insurance products, along with retirement planning services, through Peoples Wealth Management, a division of Peoples. For additional information, visit https://www.bankpeoples.com/.
Forward-Looking Statements
This news release contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. In general, forward-looking statements usually use words such as “may,” “believe,” “expect,” “anticipate,” “intend,” “should,” “plan,” “estimate,” “predict,” “continue” and “potential” or the negative of these terms or other comparable terminology, including statements related to the expected timing of the closing of the merger, the expected returns and other benefits of the merger to shareholders, expected improvement in operating efficiency resulting from the merger, estimated expense reductions resulting from the transactions and the timing of achievement of such reductions, the impact on and timing of the recovery of the impact on tangible book value, and the effect of the merger on Bank First’s capital ratios. Forward-looking statements represent management’s beliefs, based upon information available at the time the statements are made, with regard to the matters addressed; they are not guarantees of future performance. Forward-looking statements are subject to numerous assumptions, risks and uncertainties that change over time and could cause actual results or financial condition to differ materially from those expressed in or implied by such statements.
Factors that could cause or contribute to such differences include, but are not limited to (1) the risk that the cost savings and any revenue synergies from the merger may not be realized or take longer than anticipated to be realized, (2) disruption from the merger with customers, suppliers, employee or other business partners, (3) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, (4) the risk of successful integration of Peoples’ business into Bank First, (5) the failure to obtain the necessary approval by the shareholders of Peoples, (6) the amount of the costs, fees, expenses and charges related to the merger, (7) the ability of the parties to obtain required governmental approvals of the merger on expected terms or in a timely manner, or at all, (8) reputational risk and the reaction of each of the companies’ customers, suppliers, employees or other business partners to the merger, (9) the failure of the closing conditions in the merger agreement to be satisfied, or any unexpected delay in closing of the merger, (10) the risk that the integration of Peoples’ operations into the operations of Bank First will be materially delayed or will be more costly or difficult than expected, (11) the possibility that the merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events, (12) the dilution caused by Bank First’s issuance of additional shares of its common stock in the merger, (13) the successful integration of the recently completed acquisition of Centre 1 Bancorp, Inc., and (14) general competitive, economic, political and market conditions.
Many of these factors are beyond Bank First’s and Peoples’ ability to control or predict. Other relevant risk factors may be detailed from time to time in Bank First’s press releases and filings with the Securities and Exchange Commission (the “SEC”). Consequently, no forward-looking statement can be guaranteed. Neither Bank First nor Peoples undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. For any forward-looking statements made in this news release or any related documents, Bank First and Peoples claim protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
Additional Information about the Merger and Where to Find It
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval with respect to the proposed transaction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, and no offer to sell or solicitation of an offer to buy shall be made in any jurisdiction in which such offer or solicitation would be unlawful. In connection with the proposed merger, Bank First will file with the SEC a registration statement on Form S-4 that will include a proxy statement of Peoples, and a prospectus of Bank First, as well as other relevant documents concerning the proposed transaction. WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION STATEMENT ON FORM S-4, THE PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT BANK FIRST, PEOPLES AND THE PROPOSED MERGER. The proxy statement/prospectus will be sent to the shareholders of Peoples seeking the required shareholder approval. Investors and security holders will be able to obtain free copies of the registration statement on Form S-4 and the related proxy statement/prospectus, when filed, as well as other documents filed with the SEC by Bank First through the website maintained by the SEC at www.sec.gov. Documents filed with the SEC by Bank First will also be available free of charge on the Shareholder Services page of Bank First’s website at https://ir.bankfirst.com/financials/sec-filings/default.aspx, or by directing a written request to Bank First Corporation, P.O. Box 10, Manitowoc, Wisconsin 54221-0010, Attn: Kelly Dvorak. Bank First’s telephone number is (920) 652-3100.
Participants in the Transaction
Bank First, Peoples and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Peoples in connection with the proposed transaction. Certain information regarding the interests of these participants and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the proxy statement/prospectus regarding the proposed transaction when it becomes available. Additional information about Bank First and its directors and officers may be found on Bank First’s Shareholder Services page at www.bankfirst.com and in Bank First’s proxy statement filed with the SEC on April 24, 2026.
Contacts
Bank First: Mike Molepske, Chairman & CEO, at mmolepske@bankfirst.com or (920) 652-3202
PSB Holdings: Scott Cattanach, President & CEO, at Scott.Cattanach@bankpeoples.com or (715) 847-4020
Exhibit 99.2
ACQUISITION OF PSB HOLDINGS, INC. (OTC: PSBQ) INVESTOR PRESENTATION May 19, 2026 TICKER: BFC (NASDAQ)
LEGAL DISCLOSURE Forward Looking Statements This presentation contains “forward - looking statements” as defined in the Private Securities Litigation Reform Act of 1995. In g eneral, forward - looking statements usually use words such as “may,” “believe,” “expect,” “anticipate,” “intend,” “should,” “plan,” “estimate,” “predict,” “continue” and “p otential” or the negative of these terms or other comparable terminology, including statements related to the expected timing of the closing of the merger with PSB Ho ldi ngs, Inc. (“PSB”), the expected returns and other benefits of the merger to shareholders, expected improvement in operating efficiency resulting from the merger, est ima ted expense reductions resulting from the transactions and the timing of achievement of such reductions, the impact on and timing of the recovery of the impact on tan gible book value, and the effect of the merger on Bank First Corporation’s (“Bank First”) capital ratios. Forward - looking statements represent management’s beliefs, based upon information available at the time the statements are made, with regard to the matters addressed; they are not guarantees of future performance. Forward - looki ng statements are subject to numerous assumptions, risks and uncertainties that change over time and could cause actual results or financial condition to dif fer materially from those expressed in or implied by such statements. Factors that could cause or contribute to such differences include, but are not limited to (1) the risk that the cost savings an d any revenue synergies from the merger may not be realized or take longer than anticipated to be realized, (2) disruption from the merger with customers, suppliers, em ployee or other business partners, (3) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, (4) t he risk of successful integration of PSB’s business into Bank First, (5) the failure to obtain the necessary approval by the shareholders of PSB, (6) the amount of the cos ts, fees, expenses and charges related to the merger, (7) the ability of the parties to obtain required governmental approvals of the merger on expected terms or in a tim ely manner, or at all, (8) reputational risk and the reaction of each of the companies’ customers, suppliers, employees or other business partners to the merger, (9) the fai lure of the closing conditions in the merger agreement to be satisfied, or any unexpected delay in closing of the merger, (10) the risk that the integration of PSB ’S operations into the operations of Bank First will be materially delayed or will be more costly or difficult than expected, (11) the possibility that the merger may be mor e e xpensive to complete than anticipated, including as a result of unexpected factors or events, (12) the dilution caused by Bank First’s issuance of additional shares of its common stock in the merger, (13) the successful integration of the recently completed acquisition of Centre 1 Bancorp, Inc., and (14) general competitive, economi c, political and market conditions. Many of these factors are beyond Bank First's and People's ability to control or predict. Other relevant risk factors may be detai led from time to time in Bank First’s press releases and filings with the Securities and Exchange Commission (the “SEC”). Consequently, no forward - looking statement can be guarantee d. Neither Bank First nor PSB undertakes any obligation to update or revise any forward - looking statements, whether as a result of new information, future eve nts or otherwise, except as required by law. For any forward - looking statements made in this presentation or any related documents, Bank First and PSB claim protection of the safe harbor for forward - looking statements contained in the Private Securities Litigation Reform Act of 1995. Additional Information about the Merger and Where to Find It This presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitatio n o f any vote or approval with respect to the proposed transaction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Se cur ities Act of 1933, as amended, and no offer to sell or solicitation of an offer to buy shall be made in any jurisdiction in which such offer or solicitation wou ld be unlawful. In connection with the proposed merger, Bank First will file with the SEC a registration statement on Form S - 4 that will include a proxy statement of PSB and a prospectus of Bank First, as well as other relevant documents concerning the proposed transaction. WE URGE INVESTORS AND SECURITY HOLDER S T O READ THE REGISTRATION STATEMENT ON FORM S - 4, THE PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S - 4 AND ANY OTHER RELEV ANT DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT BANK FIRST , P SB AND THE PROPOSED MERGER. The proxy statement/prospectus will be sent to the shareholders of PSB seeking the required shareholder approval. Inv est ors and security holders will be able to obtain free copies of the registration statement on Form S - 4 and the related proxy statement/prospectus, when filed, as well as other documents filed with the SEC by Bank First through the web site maintained by the SEC at www.sec.gov. Documents filed with the SEC by Bank First will also be av ailable free of charge on the Investor Relations page of Bank First’s website at https://ir.bankfirst.com/financials/sec - filings/default.aspx, or by directing a writte n request to Bank First Corporation, P.O. Box 10, Manitowoc, Wisconsin 54221 - 0010, Attn: Kelly Dvorak. Bank First’s telephone number is (920) 652 - 3100. Participants in the Transaction Bank First, PSB and certain of their respective directors and executive officers may be deemed to be participants in the soli cit ation of proxies from the shareholders of PSB in connection with the proposed transaction. Certain information regarding the interests of these participants and a desc rip tion of their direct and indirect interests, by security holdings or otherwise, will be included in the proxy statement/prospectus regarding the proposed transaction when it becomes available. Additional information about Bank First and its directors and officers may be found on Bank First’s Shareholder Services page at www.ban kfi rst.com and in BFC’s proxy statement filed with the SEC on April 14, 2026. 2
BUILDING A PREMIER MIDWEST FRANCHISE 3 1) Estimated tangible common equity at closing inclusive of purchase accounting marks and one - time merger expenses 2) Reflects non - GAAP financial metric Note: Financial data as of March 31, 2026; Estimated financial impact is presented for illustrative purposes only; Branch count includes full - service brick and mortar branches Source: S&P Capital IQ Pro Pro Forma Entity $7.6bn Assets $5.6bn Loans $6.3bn Deposits ~$665mm Tangible Common Equity at Close¹ ² 50 Branches 0.25 yr. TBV Dilution Earnback 1.0% TBV Dilution 1.9% ’27E Pro Forma ROAA 11.1% CET1 Ratio at Close Transaction Impact ~14% ’27 EPS Accr .
4 PSB Financial Highlights ▪ PSB Holdings, Inc. (“PSB”), the holding company for Peoples State Bank, was founded in 1962 and is headquartered in Wausau, Wisconsin ▪ Operates primarily across central and northern Wisconsin, maintaining a network of 12 full - service banking locations and a strong regional presence ▪ Balanced loan portfolio with a focus on commercial lending, including 45% CRE and 13% C&I loans ▪ Established core deposit franchise with total deposits of $1.2B supported by a stable, relationship - based funding mix OVERVIEW OF PSB HOLDINGS, INC. 13.51% CET1 Ratio¹ 3.45% NIM $1.5bn Assets 9.97% Leverage Ratio¹ 6.12% Yield on Loans $1.1bn Loans 23.8% NIB / Deposits 2.01% Cost of Deposits $1.2bn Deposits Company Description 1) Bank - level call report data as of March 31, 2026 Note: Consolidated financials shown as of March 31, 2026 Source: S&P Capital IQ Pro, Company documents
5 • Elevates our Wisconsin deposit market share from #7 to #6, strengthening our competitive standing • Merges two highly compatible franchises with a shared commitment to community banking and relationship - driven service • Capitalizes on an expanded Wisconsin footprint to accelerate growth and capture new revenue opportunities TRANSACTION HIGHLIGHTS • Projected EPS accretion of 14.2% and 12.0% in 2027 and 2028, respectively • 1.0% TBV dilution at closing with an estimated earn back of 0.25 year using the crossover method • Projected 18%+ internal rate of return exceeds internal targets • Bolsters core deposit liquidity to fuel Bank First’s organic growth initiatives • Shared values and highly compatible credit cultures • Completed comprehensive due diligence process • Identified, compelling (35%) cost savings opportunities • Experienced acquirer with proven integration framework to realize transaction value Financially Attractive Strategically Compelling Low Risk Transaction
EXPANSION IN SOUTHERN WISCONSIN AND ENTRY TO NORTHERN WISCONSIN 6 Note: Deposit market share data as of June 30, 2025; Branch count includes full - service brick and mortar branches Source: S&P Capital IQ Pro Rank Institution Branch Count Dep.($M) MKT Share(%) 1 Bank of Montreal 3 1,505 28.8 2 PSB Holdings Inc. (WI) 5 792 15.2 3 River Valley Bancorp. Inc. (WI) 5 705 13.5 4 Associated Banc-Corp (WI) 2 577 11.0 5 Abby Bancorp (WI) 4 355 6.8 6 Nicolet Bankshares Inc. (WI) 3 332 6.4 7 U.S. Bancorp (MN) 3 205 3.9 8 Bosshard Financial Group Inc. (WI) 3 199 3.8 9 Marathon Bancorp (WI) 3 156 3.0 10 Stratford Bancshares (WI) 2 150 2.9 Top 10 Institutions 33 4,975 95.3 Total For Institutions In Market 43 5,220 100.0 County of Marathon, WI June 2025 Rank Institution Branch Count Dep.($M) MKT Share(%) 1 Associated Banc-Corp (WI) 2 278 24.2 2 Bank of Montreal 3 234 20.4 3 PSB Holdings Inc. (WI) 2 200 17.4 4 River Valley Bancorp. Inc. (WI) 1 176 15.4 5 Nicolet Bankshares Inc. (WI) 2 159 13.9 6 U.S. Bancorp (MN) 1 92 8.0 7 Forward MHC (WI) 1 8 0.7 Total For Institutions In Market 12 1,148 100.0 County of Oneida, WI June 2025
MRQ Pro Forma ¹ Yield on Loans: 5.77% Yield on Loans: 6.12% Yield on Loans: 5.84% Cost of Deposits: 1.59% Cost of Deposits: 2.01% Cost of Deposits: 1.67% Loan Composition Deposit Composition 25% 10% 34% 16% 6% 8% 3% 1-4 Multi CRE C&I C&D Farm + Ag. Cons. + Other 26% 6% 45% 13% 8% 1% 1% 25% 9% 36% 15% 6% 6% 2% 24% 15% 37% 18% 6% 29% 12% 42% 13% 5% 30% 11% 43% 12% 4% Nonint. Bearing Trans. MMDA + Savings Retail Jumbo 7 PRO FORMA LOAN & DEPOSIT MIX 1) Loan composition and balances exclude purchase accounting adjustments Note: Totals may not equal 100% due to rounding; Loan and deposit composition as of March 31, 2026 bank - level regulatory filings Source: S&P Capital IQ Pro $4.5B $5.1B $1.1B $1.2B $5.6B $6.3B
TRANSACTION SUMMARY ▪ Bank First Corporation (“Bank First”) ▪ Manitowoc, WI ▪ Established 1894 Buyer ▪ PSB Holdings, Inc. (“PSB”) ▪ Wausau, WI ▪ Established 1962 Seller ▪ 100% Stock consideration ▪ 0.3470 x Exchange ratio Consideration ▪ $ 202.9 million in aggregate² ▪ $ 49.85 implied per share transaction value Transaction Value¹ ▪ 163% of Tangible Book Value per share ▪ 14.1x LTM Earnings per share ▪ 7.4 x 2027 Estimated Earnings per share + 35% Cost Savings ▪ 8.0 % Premium on core deposits³ ▪ Pay - to - Trade ratio of 53 % ⁴ Valuation Multiples¹ ▪ 89% Bank First / 11% PSB Pro Forma Ownership ▪ Q4 2026 Expected Closing 8 1) Transaction value and valuation multiples are based on BFC’s closing share price of $143.66 as of May 18, 2026 and PSB’s March 31, 2026 financial data 2) Based on PSB’s common shares outstanding of 4,020,508 (inclusive of 7,656 RSUs vested and converted to common shares at closing) and 95,202 options cashed out with merger consideration 3) Core deposits exclude certificates of deposits greater than $100,000 per call report data 4) Pay - to - Trade defined as the transaction TBV multiple divided by BFC’s standalone TBV multiple
9 FINANCIAL IMPACT ▪ Cost savings of 35.0% of PSB’s expense base ($14.8 million fully - phased in) ▪ 90% phased - in during 2027, 100% thereafter ▪ $23.0 million in estimated pre - tax deal expenses, fully realized in pro forma tangible book value estimate at closing ▪ Loan credit mark of 2.68% estimated gross loans at closing, or $31.8 million ▪ Loan interest rate mark of 1.76% estimated gross loans at closing, or $20.9 million (75% of mark is accreted into earnings over 2.9 years SYD) ▪ 75% of PSB’s pre - tax loss on AFS securities of $17.0 million accreted through earnings over 6.7 years SYD ▪ HTM securities mark of $9.6 million (75% of mark accreted over 6.7 years SYD) ▪ Mortgage servicing write - up of $1.6 million ▪ Other borrowings mark - up of $0.8, amortized through earnings over remaining term ▪ Core deposit intangible of 3.00%, amortized over 10 years SYD Key Assumptions ▪ 14.2% in 2027 ▪ 12.0% in 2028 Projected EPS Accretion ▪ TBV dilution of 1.0% at closing ▪ 0.25 year TBVPS dilution earnback (crossover method) Projected TBV Impact ▪ 18%+ IRR, above internal targets Internal Rate of Return ▪ 8.8% tangible common equity / tangible assets ▪ 9.2% leverage ratio Expected Pro Forma Capital Levels at Closing
Note: Completion date shown for past acquisitions Source: S&P Capital IQ Pro 10 Total Assets ($B) DEMONSTRATED M&A EXPERIENCE Acquisition Tomah Bancshares May 2020 $183 M Assets Acquisition Partnership Community Bancshares July 2019 $310 M Assets Acquisition Denmark Bancshares August 2022 $681 M Assets Acquisition Hometown Bancorp February 2023 $654 M Assets Acquisition PSB Holdings Anticipated Q4 2026 $1.5B Assets Acquisition Waupaca Bancorporation October 2017 $ 429M Assets Acquisition Centre 1 Bancorp January 2026 $1.5B Assets
0 DRIVING EARNINGS PER SHARE GROWTH 11 1) BFC closed UFS sale on October 1, 2023 and recorded a $39 million pre - tax gain Note: 2026E and 2027E are median consensus analyst estimates as of May 18 , 2026 Source: S&P Capital IQ Pro Earnings Per Share ($) 2027E EPS Accretion from PSB Acquisition of 14.2% or $1 .47 per share
EXCEPTIONAL TOTAL RETURN PERFORMANCE 12 Note: Market data as of May 18, 2026 Source: S&P Capital IQ Pro Total Return Performance Since December 31, 2016
THANK YOU! www.bankfirst.com | MEMBER FDIC EQUAL HOUSING LENDER