Central Plains Bancshares sets CFO change-in-control terms

Q: What did Central Plains Bancshares (CPBI) disclose in this Form 8-K?

Central Plains Bancshares disclosed a new change in control agreement between its subsidiary bank and Executive Vice President and CFO Bradley M. Kool. The filing outlines the agreement’s term, renewal mechanics, severance benefits, COBRA reimbursement and the specific conditions that constitute "good reason."

Q: How long is Bradley M. Kool’s change in control agreement with CPBI’s bank subsidiary?

The agreement has an initial three-year term. Each year, at least 30 days before October 24, disinterested board members must evaluate Mr. Kool and decide whether to extend the agreement for an additional year or allow it to expire at the end of the current term.

Q: How does a change in control affect Bradley M. Kool’s agreement at CPBI?

If a change in control occurs during the agreement’s term, the agreement automatically renews for two years from the change in control’s effective date. This renewal preserves Mr. Kool’s severance protections throughout that two-year post-change period, subject to the agreement’s other conditions.

Q: What events qualify as "good reason" for Bradley M. Kool to resign under the CPBI agreement?

"Good reason" includes a material reduction in base salary, a material reduction in authority, duties or responsibilities, a relocation increasing his daily commute by 35 miles or more, or a material breach of the change in control agreement by the bank.

Q: What COBRA benefits does CPBI’s CFO receive if terminated under the agreement?

If Mr. Kool’s qualifying termination occurs and he elects COBRA coverage, the bank will reimburse his monthly COBRA premium payments for up to 18 months. This reimbursement is in addition to any lump-sum severance payment provided under the change in control agreement.

Central Plains Bancshares, Inc., through its subsidiary Home Federal Savings and Loan Association of Grand Island, entered into a change in control agreement with Executive Vice President and Chief Financial Officer Bradley M. Kool on July 8, 2026.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Central Plains Bancshares, Inc., through its subsidiary Home Federal Savings and Loan Association of Grand Island, entered into a change in control agreement with Executive Vice President and Chief Financial Officer Bradley M. Kool on July 8, 2026. The agreement has an initial three-year term, with disinterested directors required annually, at least 30 days before each October 24, to evaluate his performance and decide whether to extend the term by one year. If a change in control occurs during the term, the agreement automatically renews for two years from the change in control date. Upon involuntary termination without cause or resignation for defined "good reason" during the term, Mr. Kool is entitled to a lump-sum severance equal to three times the sum of his base salary and his highest annual cash bonus from specified years, plus reimbursement of COBRA premiums for up to 18 months if he elects coverage.

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8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Initial term: three years Annual review deadline: at least 30 days before each October 24 Automatic renewal after change in control: two years +3 more

6 metrics

Initial term three years Initial term of Bradley M. Kool’s change in control agreement

Annual review deadline at least 30 days before each October 24 Timing for disinterested directors to evaluate and decide on extending the agreement

Automatic renewal after change in control two years Agreement automatically renews for two years from the effective date of a change in control

Severance multiple three times Severance equals three times the sum of base salary and highest annual cash bonus

COBRA reimbursement period up to 18 months Duration of COBRA premium reimbursement if coverage is elected after qualifying termination

Commute increase threshold 35 miles or more Commute increase that qualifies a relocation as "good reason" for resignation

Key Terms

change in control agreement, good reason, COBRA coverage, severance payment

4 terms

change in control agreement regulatory

"entered into a change in control agreement with Bradley M. Kool, Executive Vice President"

good reason regulatory

"resignation for "good reason," during the term of the agreement, he will receive a severance"

COBRA coverage financial

"if Mr. Kool elects COBRA coverage, he will be reimbursed for the monthly COBRA"

severance payment financial

"he will receive a severance payment, paid in a single lump sum, equal to three times"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Central Plains Bancshares (CPBI) disclose in this Form 8-K?

Central Plains Bancshares disclosed a new change in control agreement between its subsidiary bank and Executive Vice President and CFO Bradley M. Kool. The filing outlines the agreement’s term, renewal mechanics, severance benefits, COBRA reimbursement and the specific conditions that constitute "good reason."

How long is Bradley M. Kool’s change in control agreement with CPBI’s bank subsidiary?

The agreement has an initial three-year term. Each year, at least 30 days before October 24, disinterested board members must evaluate Mr. Kool and decide whether to extend the agreement for an additional year or allow it to expire at the end of the current term.

What severance could CPBI’s CFO Bradley M. Kool receive under the agreement?

If Mr. Kool is involuntarily terminated without cause or resigns for "good reason" during the term, he receives a lump-sum severance equal to three times the sum of his base salary and his highest annual cash bonus from the specified measurement years, plus potential COBRA reimbursement.

How does a change in control affect Bradley M. Kool’s agreement at CPBI?

If a change in control occurs during the agreement’s term, the agreement automatically renews for two years from the change in control’s effective date. This renewal preserves Mr. Kool’s severance protections throughout that two-year post-change period, subject to the agreement’s other conditions.

What events qualify as "good reason" for Bradley M. Kool to resign under the CPBI agreement?

"Good reason" includes a material reduction in base salary, a material reduction in authority, duties or responsibilities, a relocation increasing his daily commute by 35 miles or more, or a material breach of the change in control agreement by the bank.

What COBRA benefits does CPBI’s CFO receive if terminated under the agreement?

If Mr. Kool’s qualifying termination occurs and he elects COBRA coverage, the bank will reimburse his monthly COBRA premium payments for up to 18 months. This reimbursement is in addition to any lump-sum severance payment provided under the change in control agreement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/14/2026 - 09:15 AM

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 8, 2026

CENTRAL PLAINS BANCSHARES, INC.

(Exact Name of Registrant as Specified in Charter)

Maryland	001-41844	93-2239246
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

221 South Locust Street, Grand Island, Nebraska	68801
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (308) 382-4000

Not Applicable

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

☐	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, par value $0.01 per share		CPBI		The Nasdaq Stock Market LLC

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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers

On July 8, 2026, Home Federal Savings and Loan Association of Grand Island (the “Bank”), the wholly-owned subsidiary of Central Plains Bancshares, Inc., entered into a change in control agreement with Bradley M. Kool, Executive Vice President and Chief Financial Officer.

The change in control agreement has an initial term of three years. At least 30 days before each October 24, the disinterested members of the board of directors must conduct a comprehensive performance evaluation of Mr. Kool and affirmatively approve an extension of the agreement for an additional year or determine not to extend the term of the agreement. If the board of directors determines not to extend the term of the agreement, it must notify Mr. Kool before the applicable anniversary date and the term of the agreement will expire at the end of the current term. If a change in control occurs during the term of the change in control agreement, the term of the agreement will automatically renew for two years from the effective date of the change in control.

In the event Mr. Kool’s employment involuntary terminates for reasons other than cause, or in the event of Mr. Kool’s resignation for “good reason,” during the term of the agreement, he will receive a severance payment, paid in a single lump sum, equal to three times the sum of (i) his base salary in effect as of the date of termination or immediately before the change in control, whichever is higher, and (ii) highest annual cash bonus earned for the year in which the change in control occurs or any of the three prior calendar years. In addition, if Mr. Kool elects COBRA coverage, he will be reimbursed for the monthly COBRA premium payments for up to 18 months. For purposes of the change in control agreement, “good reason” includes (i) a material reduction in Mr. Kool’s base salary; (ii) a material reduction in Mr. Kool’s authority, duties or responsibilities, (iii) a relocation of Mr. Kool’s place of employment such that his daily commute increases by 35 miles or more, or (iv) a material breach of the change in control agreement by the Bank.

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits

Exhibit

Description

10.1

Change in Control Agreement with Bradley M. Kool

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.

		CENTRAL PLAINS BANCSHARES, INC.


DATE: July 13, 2026	By:	/s/ Dannel Garness
		Dannel Garness President and Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

EX-10.1 EX-10.1 48.6 KB