Bank7 (NASDAQ: BSVN) targets 71% of Century in proposed $68M deal

Rhea-AI Filing Summary

Bank7 Corp. has agreed to buy a controlling stake in Century Financial Services Corporation through a court-supervised process. The company signed a stalking-horse Stock Purchase Agreement to acquire 237,136 Century shares and any additional receivership shares, representing an estimated 71% stake, for a cash price of $68.0 million. Bank7 will post a $7.25 million good-faith deposit and could receive a $2.04 million break-up fee if the deal is terminated under certain conditions. The sale is subject to higher or better bids, court approval, and bank regulatory approvals, including from the Federal Reserve. Century Bank reported $1.35 billion in assets as of March 31, 2026, and the combined organization would have about $3.4 billion in total assets. The transaction is expected to close in the third quarter, but completion is not assured.

Insights

Bank M&A and regulatory analyst

Bank7 moves to add a sizable New Mexico franchise, but deal depends on auction and approvals.

Bank7 Corp. is pursuing an estimated 71% controlling interest in Century Financial Services for $68.0 million. Century Bank’s $1.35 billion in assets as of March 31, 2026 would lift the combined organization to about $3.4 billion in assets, materially expanding scale.

The agreement is a stalking-horse bid in a receivership sale, meaning it sets a floor price while allowing for competing offers. Bank7 must provide a $7.25 million deposit and may receive a $2.04 million break-up fee if specific termination conditions occur.

Closing depends on court approval, the outcome of any court-supervised auction, and all required bank regulatory approvals, including from the Federal Reserve. The company expects closing in the third quarter, but the filing explicitly notes there is no assurance the transaction will be completed on these terms or at all.

8-K Event Classification

3 items: 1.01, 7.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Purchase price: $68.0 million Century stake: Approximately 71% of common stock Century shares: 237,136 shares plus additional receivership shares +5 more

8 metrics

Purchase price $68.0 million Cash consideration for estimated 71% Century stake

Century stake Approximately 71% of common stock Controlling interest to be acquired via receivership sale

Century shares 237,136 shares plus additional receivership shares Common stock of Century Financial Services Corporation

Good-faith deposit $7.25 million Deposit credited to purchase price if Bank7 wins auction

Break-up fee $2.04 million Fee payable to Bank7 if agreement terminates in specified cases

Century Bank assets $1.35 billion Total assets as of March 31, 2026

Century Bank deposits $1.22 billion Total deposits as of March 31, 2026

Combined assets $3.4 billion Approximate total assets for combined organization upon completion

Key Terms

Stock Purchase Agreement, stalking horse, Receivership Estate, court-supervised auction, +2 more

6 terms

Stock Purchase Agreement financial

"entered into a Stock Purchase Agreement (the “Purchase Agreement”)."

A stock purchase agreement is a legal contract that sets the terms for buying or selling shares, specifying the price, number of shares, how payment is made, and any conditions or promises each side must meet. It matters to investors because it defines who owns what, when ownership changes, and what protections or obligations attach to the deal—think of it as a detailed receipt plus the house rules that determine the financial risks and benefits of the transaction.

stalking horse financial

"The Purchase Agreement is intended to serve as a “stalking horse” bid, subject to approval by the Court."

A stalking horse is an initial bidder chosen in a court-supervised sale of a company or its assets to set a baseline offer and encourage competitive bidding. Think of it as the opening bid at an auction: it establishes a minimum price and terms for the sale and often receives a small fee or protection if another buyer tops the offer, which helps protect value for creditors and informs investors about likely recovery from the sale.

Receivership Estate regulatory

"acting on behalf of the Receivership Estate appointed pursuant to orders of the United States District Court"

court-supervised auction regulatory

"the Receiver would proceed with a Court-supervised auction to determine the successful bidder."

A court-supervised auction is a sale of a company or its assets overseen by a judge to ensure the process is fair, transparent and follows legal rules, often occurring during bankruptcy or receivership. For investors it signals a distressed situation but can create clear timelines and competitive bidding that may reveal the assets’ true market value or offer a pathway to recover some funds, like an orderly estate sale under official oversight.

break-up fee financial

"The Purchase Agreement provides that a break-up fee of $2.04 million will be payable to the Company"

A break-up fee is a pre-agreed payment one party must make if a planned deal, often a takeover or merger, falls apart. It acts like a refundable deposit or cancellation charge: it compensates the other side for time, costs and lost opportunity and discourages casual bidders, so investors watch it because it affects the deal’s odds, potential cash liabilities and the likely return from the transaction.

bank regulatory approvals regulatory

"including, but not limited to, the receipt of all required regulatory approvals, including approval from the Board of Governors of the Federal Reserve System."

Approvals from government or banking supervisors that allow a bank to carry out specific actions—such as opening branches, offering new products, raising capital, changing ownership, or completing mergers. These permissions matter to investors because they determine whether planned growth, revenue streams or cost structures can go ahead; a grant is like a building permit that unlocks expansion, while delays or denials can reduce expected earnings, increase risks and alter a bank’s market value.

FAQ

What acquisition did Bank7 Corp. (BSVN) announce in this 8-K?

Bank7 Corp. announced a definitive Stock Purchase Agreement to acquire an estimated 71% controlling ownership interest in Century Financial Services Corporation for a cash purchase price of $68.0 million, expanding its banking franchise into New Mexico through Century Bank’s operations.

How much is Bank7 Corp. paying for its stake in Century Financial Services?

Bank7 Corp. agreed to pay a cash purchase price of $68.0 million for 237,136 Century shares and additional receivership shares, representing approximately 71% of Century’s outstanding common stock, under a stalking-horse Stock Purchase Agreement subject to court approval and a competitive auction.

What are the key conditions for closing Bank7 Corp.’s acquisition of Century?

Closing requires completion of the court-supervised bidding and auction process, entry of a Sale Order by the U.S. District Court in Arizona, receipt of all required bank regulatory approvals, including from the Federal Reserve, and satisfaction of customary closing conditions outlined in the Stock Purchase Agreement.

When is Bank7 Corp.’s acquisition of Century expected to close?

The transaction is expected to close in the third quarter, assuming Bank7 is selected as the successful bidder, the court approves the sale, and all required bank regulatory approvals and customary closing conditions are satisfied. The company cautions there is no assurance the deal will be completed.

How big is Century Bank and what will the combined bank look like?

As of March 31, 2026, Century Bank reported total assets of $1.35 billion, deposits of $1.22 billion, and gross loans of $826 million. Upon completion, Bank7 and Century would form a Southwest banking organization with approximately $3.4 billion in total assets.

What protections and fees are included in Bank7’s stalking-horse bid for Century?

Bank7 must pay a $7.25 million good-faith deposit, credited to the purchase price if it wins. The agreement also includes a $2.04 million break-up fee payable to Bank7 by the receiver if the Purchase Agreement terminates under certain conditions, such as another bidder being selected.

Why is Bank7 using a court-supervised sale and what is a stalking-horse bid?

Century shares are being sold by a court-appointed receiver in a federal receivership proceeding. Bank7’s stalking-horse bid sets the floor price and baseline terms for the sale while allowing higher or better competing bids, after which the court will approve the winning offer following an auction process.

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Available on EDGAR 07/02/2026 - 05:02 PM Accepted by SEC EDGAR 07/02/2026 - 05:00 PM Learn about SEC filing dates

false000174612900017461292026-07-012026-07-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported):

July 2, 2026 (July 1, 2026)

Bank7 Corp.

(Exact name of registrant as specified in its charter)

Oklahoma	001-38656	20-0763496
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

1039 N.W. 63rd Street

Oklahoma City, Oklahoma 73116

(Address of principal executive offices and zip code)

(405) 810-8600

(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		Trading Symbol(s)		Name of each exchange  on which registered
Common Stock, $0.01 Par Value		BSVN		Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17CFR § 230.405) or  12b-2 of the Exchange Act of 1934 (17 CFR § 240.12b-2).

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.

Stock Purchase Agreement

On July 1, 2026, Bank7 Corp. (the “Company”) and MCA Financial Group, LTD., and specifically Morris C. Aaron and/or Keith Bierman, solely in its/their capacity as court-appointed receiver (the “Receiver”), acting on behalf of the Receivership Estate appointed pursuant to orders of the United States District Court for the District of Arizona (the “Court”) entered in KS StateBank Corporation v. Kathleen K. Peters, et al., Case No. CV-25-02576-PHX-ROS (the “Receivership Proceeding”) entered into a Stock Purchase Agreement (the “Purchase Agreement”).  Pursuant to the terms and subject to the conditions set forth in the Purchase Agreement, the Company has agreed to purchase 237,136 shares of common stock of Century Financial Services Corporation (“Century”), a New Mexico corporation and registered bank holding company, and any additional shares of Century that are subject to the Receivership Proceeding, estimated at approximately 71% of the outstanding shares of common stock of Century, (collectively, the “Shares”) for a cash purchase price of $68.0 million (the “Purchase Price”).  The Shares are to be sold free and clear of all liens, claims, and encumbrances of any kind.  The Company is purchasing the Shares on an “as-is, where-is” basis.  The Company will not assume any liabilities of the Receiver or the Receivership Estate in connection with the purchase.

The board of directors of the Company unanimously approved the Purchase Agreement.

The Purchase Agreement is intended to serve as a “stalking horse” bid, subject to approval by the Court.  The sale of the Shares is subject to the receipt of higher and better offers pursuant to bidding procedures approved by the Court. The Purchase Agreement acts as the baseline bid against which other offers will be measured.  If one or more qualified bids are timely submitted by other parties in accordance with the Court approved bidding procedures, the Receiver would proceed with a Court-supervised auction to determine the successful bidder.  The Purchase Agreement requires the Company to pay a good-faith deposit of $7.25 million, which will be credited to the Purchase Price if the Company is determined to be the successful bidder.

The sale of the Shares is subject to the receipt of higher and better offers, approval of the sale by the Court by entry of a Sale Order, and the satisfaction of certain other conditions.  The Company’s obligations to close are subject to certain conditions to closing, including, but not limited to, the receipt of all required regulatory approvals, including approval from the Board of Governors of the Federal Reserve System.

The Purchase Agreement may be terminated prior to closing in certain circumstances, including: (i) by either party if the closing has not occurred by November 30, 2026, subject to certain exceptions; or (ii) by either party if an auction has been held and the Company was not selected as the successful bidder.

The Purchase Agreement provides that a break-up fee of $2.04 million will be payable to the Company by the Receiver upon termination of the Purchase Agreement under certain circumstances, including if the Company is not the successful bidder in an auction.

The foregoing summary of the Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is attached hereto as Exhibit 2.1 and incorporated by reference herein.  The Purchase Agreement has been filed to provide investors and security holders with information regarding its terms.  It is not intended to provide any other factual information about the Company, the Receiver, Century, or Century Bank. The representations, warranties, and covenants contained in the Purchase Agreement were made solely for purposes of the Purchase Agreement, as of specific dates, may be subject to important limitations agreed upon by the parties, including limitations on the nature of the representations of the Receiver in its capacity as court-appointed receiver, and may have been made to allocate contractual risk between the parties rather than to establish matters as facts.  Accordingly, the representations, warranties, and covenants in the Purchase Agreement should not be relied upon as characterizations of the actual state of facts or circumstances.

Item 7.01 Regulation FD Disclosure.

A copy of the press release issued by the Company on July 2, 2026, announcing the Purchase Agreement and related matters is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

2.1 Stock Purchase Agreement by and between Bank7 Corp. and MCA Financial Group, LTD., dated July 1, 2026

99.1 Press Release, dated July 2, 2026, titled “Bank7 Corp. Announces Agreement to Acquire Controlling Interest in Century Financial Services Corporation”

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BANK7 CORP.
Dated: July 2, 2026	By:	/s/ Kelly J. Harris
		Kelly J. Harris
		Chief Financial Officer

Exhibit 99.1

FOR IMMEDIATE RELEASE:

Bank7 Corp. Announces Agreement to Acquire Controlling Interest in Century Financial Services Corporation

Acquisition Extends Bank7's Southwest Franchise into New Mexico

OKLAHOMA CITY, July 2, 2026 /PRNewswire/ -- Bank7 Corp. (NASDAQ: BSVN) (the “Company”), the parent company of Oklahoma City-based Bank7, today announced that it has entered into a definitive Stock Purchase Agreement to acquire an approximately 71% controlling ownership interest in Century Financial Services Corporation (“Century”), the Santa Fe, New Mexico-based bank holding company for Century Bank.

The shares to be acquired are being sold by a court-appointed receiver through a court-supervised sale process in the receivership proceeding captioned KS StateBank Corporation v. Peters, et al., pending in the U.S. District Court for the District of Arizona. Bank7 has agreed to serve as the “stalking horse” bidder, establishing the floor price and baseline terms for the sale. Consistent with a court-supervised sale, the agreement and the proposed transaction are subject to higher or otherwise better offers solicited through a competitive bidding and auction process, for which we have a matching right, as well as approval by the Court. Completion of the transaction is also subject to the receipt of all required bank regulatory approvals and the satisfaction of customary closing conditions. The transaction is expected to close in the third quarter. There can be no assurance that the transaction will be completed on the terms described, or at all.

Founded in 1887, Century Bank operates nine branches across New Mexico, complemented by two loan production offices in Texas. As of March 31, 2026, Century Bank reported total assets of $1.35 billion, total deposits of $1.22 billion, and gross loans of $826 million.

Upon completion, the transaction would create a combined Southwest banking organization with approximately $3.4 billion in total assets. The Company expects the acquisition to extend its footprint into an attractive and adjacent new market.

“The Century team members have built a solid franchise through a trusted, relationship-driven banking model that has served New Mexico communities for generations. We look forward to working closely together to continue building on their work,” said Thomas L. Travis, President and CEO of the Company. “This transaction extends our footprint into a neighboring Southwest market, represents a disciplined use of our excess capital, and positions the combined organization to deliver personalized, high-touch service to even more business owners and entrepreneurs — all to the benefit of our customers, communities, and shareholders.”

Strategic Rationale

• Attractive market extension. The acquisition expands Bank7 into New Mexico, with a heavy focus on the Santa Fe market, a contiguous addition to its existing Oklahoma, Texas, and Kansas markets.

• Disciplined use of excess capital. The transaction deploys excess capital that Bank7 has accumulated over time into a franchise-enhancing acquisition, an enhancement the Company believes will generate stronger long-term returns than buybacks, dividends, or organic growth alone.

• Continuity for customers and communities. Should Bank7’s effort be successful, the Century brand will be retained, and customers will continue working with their longtime bankers.

About Bank7 Corp.

We are Bank7 Corp., a bank holding company headquartered in Oklahoma City, Oklahoma. Through our wholly-owned subsidiary, Bank7, we operate twelve locations in Oklahoma, the Dallas/Fort Worth, Texas metropolitan area and Kansas. We are focused on serving business owners and entrepreneurs by delivering fast, consistent and well-designed loan and deposit products to meet their financing needs.

Advisors

Keefe, Bruyette & Woods, A Stifel Company, is serving as financial advisor to the Company. Nelson Mullins Riley & Scarborough LLP, is serving as legal counsel to the Company.

Forward-Looking Statements

This press release and oral statements made regarding the subject of this press release contain forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding the proposed acquisition of a controlling interest in Century, the expected terms, timing, and benefits of the transaction, and the anticipated financial and strategic impact on the combined organization. These statements are subject to significant uncertainties, including, among others, the outcome of the court-supervised bidding and auction process; the possibility that a higher or better competing bid may be selected; the ability to obtain required court and bank regulatory approvals; the satisfaction of closing conditions; the ability to successfully and efficiently integrate the acquired operations and realize anticipated cost savings; the amount and timing of future changes in interest rates, market behavior, and other economic conditions; future laws, regulations, and accounting principles; and changes in regulatory standards and examination policies. Forward-looking statements are often, but not always, made through the use of words or phrases such as “anticipate,” “believes,” “can,” “could,” “may,” “predicts,” “potential,” “should,” “will,” “estimate,” “plans,” “projects,” “continuing,” “ongoing,” “expects,” “intends,” and similar words or phrases. Any or all of the forward-looking statements in this press release may turn out to be inaccurate, and there can be no assurance that the proposed transaction will be completed on the terms described, or at all. The Company undertakes no obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by law.

Contact:

Thomas Travis

President & CEO

(405) 810-8600

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 12.5 KB

Other Documents

• EX-2.1 EXHIBIT 2.1 549.8 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 21.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 15.7 KB