Central Plains Bancshares (NASDAQ: CPBI) grants CFO new change-in-control deal
Filing Impact
Filing Sentiment
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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Insights
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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, and 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
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.