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):
September 3, 2026
Bank7 Corp.
(Exact name of registrant as specified in its charter)
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Oklahoma
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001-38656
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20-0763496
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification Number)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange
on which registered
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Common Stock, $0.01 Par Value
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BSVN
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Nasdaq Global Select Market
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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.
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Amendment to Stock Purchase Agreement
As previously disclosed, 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”) whereby the Company 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”). Pursuant to the terms of the Purchase Agreement, the sale of the Shares was subject to the receipt of
higher and better offers pursuant to bidding procedures approved by the Court in connection with a Court-supervised auction to determine the successful bidder. The Company previously disclosed its entry into the Purchase Agreement in its Current
Report on Form 8-K filed with the Securities and Exchange Commission on July 2, 2026.
The Receiver held the Court-supervised auction on September 3, 2026 pursuant to the bidding procedures approved by the Court (the “Auction”). At the conclusion of the
Auction, the Receiver determined that the final bid submitted by the Company was the highest or otherwise best bid and designated the Company as the successful bidder. On September 3, 2026, the Company entered into a First Amendment to Stock
Purchase Agreement (the “Amendment”) with the Receiver, which amends the Purchase Agreement to increase the Purchase Price to $88,960,000. The increased Purchase Price reflects the Company’s successful bid of $91,000,000 at the Auction, which
included the application of a break-up fee credit of $2,040,000. The Amendment does not otherwise modify any of the other material terms of the Purchase Agreement, which remain in full force and effect. The Company previously disclosed the results
of the Auction in its Current Report on Form 8-K filed with the Securities and Exchange Commission on September 3, 2026.
The Company’s obligations to close the purchase of the Shares remains subject to certain conditions to closing, including, but not limited to, the
entry by the Court of a Sale Order and receipt of all required regulatory approvals, including approval from the Board of Governors of the Federal Reserve System.
The foregoing summary of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which
is attached hereto as Exhibit 2.1 and incorporated by reference herein.
| Item 9.01 |
Financial Statements and Exhibits.
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(d) Exhibits.
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2.1
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First Amendment to Stock Purchase Agreement by and between Bank7 Corp. and MCA
Financial Group, LTD., dated September 3, 2026
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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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.
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BANK7 CORP.
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Dated: September 10, 2026
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By:
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/s/ Kelly J. Harris
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Kelly J. Harris
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Chief Financial Officer
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