Central Plains SEC Filings

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.

Central Plains Bancshares, Inc. is soliciting votes for its 2026 annual meeting on August 25, 2026 in Grand Island, Nebraska. Stockholders will vote on electing three directors (Steven D. Kunzman, Daniel D. Naranjo and Francis E. Younes) to terms expiring at the 2029 annual meeting, ratifying Plante & Moran, PLLC as independent auditor for the year ending March 31, 2027, and an advisory stockholder proposal on share repurchases. The board recommends voting FOR the director slate and auditor ratification and is abstaining from a recommendation on the repurchase proposal while noting an existing program for up to 5% of outstanding shares and an intended new program for up to 10%. The company details director independence, board committees, executive compensation and equity incentives, including a 2024 equity plan and an employee stock ownership plan.

Stilwell Activist Investments, L.P. is soliciting proxies at Central Plains Bancshares, Inc.'s 2026 Annual Meeting to approve a non-binding proposal that the Board repurchase no less than 10% of outstanding common stock each year the stock trades below book value per share and maintain trading plans to address blackout periods.

Stilwell beneficially owns 406,874 shares (about 9.73% of outstanding shares, based on 4,182,777 shares outstanding as of June 18, 2026) and urges holders to return its GREEN proxy card voting FOR the proposal and for Stilwell's recommended votes on director elections and ratification of Plante & Moran.

Central Plains Bancshares, Inc. director Francis E. Younes filed an initial Form 3 reporting his ownership in the company. The filing shows that he held no shares of Common Stock directly following the reported date. This is a baseline disclosure of his starting ownership position as a director.

Central Plains Bancshares, Inc. received an updated ownership and activism disclosure from the Stilwell group, which filed a fourth amendment to its Schedule 13D. The group reports beneficial ownership of 406,874 shares of common stock, or 9.7% of the company, based on 4,182,777 shares outstanding as of June 18, 2026.

The filing announces that the issuer has appointed the group’s nominee, Francis “Frank” E. Younes, to its board of directors and will nominate him for election at the 2026 annual meeting. In return, the group withdrew its competing director nominations but is continuing a non-binding share repurchase proposal asking the board to repurchase at least 10% of outstanding shares in any year the stock trades below book value per share.

The group describes itself as an activist investor seeking to profit from appreciation in the issuer’s stock by asserting shareholder rights, and notes a history of similar positions in 79 other publicly traded companies. The amendment confirms there have been no new share purchases or sales by the group since the prior amendment.

Central Plains Bancshares, Inc. reported board changes and a stockholder initiative. On May 20, 2026, the Stilwell Group notified the company that it planned to nominate a director candidate and introduce a proposal urging the company to repurchase at least 10% of its outstanding common stock in any year the shares trade below book value per share. After interviewing the Stilwell Group’s proposed nominee, the board appointed Francis Younes as a director of both the company and its bank subsidiary and plans to nominate him for a three-year term ending at the 2029 annual meeting. The boards also appointed Dannel R. Garness as a director, with Mr. Garness serving as an employee director who is not expected to receive director fees.

Central Plains Bancshares, Inc. is the target of an activist campaign by Joseph Stilwell and related funds. The Stilwell group reports beneficial ownership of 406,874 shares of common stock, or about 9.7% of the company’s 4,182,777 shares outstanding as of June 18, 2026.

The group has recently purchased additional shares through Stilwell Activist Investments, which spent $732,281.06 to acquire 39,973 shares using working capital and potential margin loans. They state their goal is to profit from an increase in the stock price by asserting shareholder rights, arguing the company’s asset value is not reflected in the current market price.

The group has notified the company of its intent to nominate Francis “Frank” E. Younes, with Mark E. Novotny as alternate, for election to the board at the 2026 annual meeting. They also submitted a non-binding proposal requesting that the board repurchase at least 10% of outstanding shares in any year the stock trades below book value per share, supported by appropriate trading plans.

Central Plains Bancshares, Inc., holding company for Home Federal Bank in southcentral Nebraska, reports a community banking profile built around deposits and diversified lending. The company completed a mutual-to-stock conversion IPO in October 2023, selling 4,130,815 shares at $10.00 per share for gross proceeds of about $41.3 million.

At March 31, 2026, Central Plains Bancshares had consolidated assets of $558.6 million, deposits of $460.4 million and stockholders’ equity of $89.0 million. The loan portfolio totaled $448.4 million, led by residential real estate (36.14%), commercial real estate (28.82%), agricultural (12.19%), commercial non‑real estate (10.79%), construction (6.39%), land development/SIDs (3.41%) and other consumer (2.26%).

Credit quality appears conservative, with non‑performing assets of $1.9 million, or 0.35% of total assets, and an allowance for credit losses of $5.8 million, equal to 1.30% of total loans and more than three times non‑performing loans. Funding is primarily core deposits across checking, savings, money market and certificates, with average deposit cost of 2.55% and uninsured deposits of $52.2 million. The bank emphasizes traditional underwriting, diversified commercial, agricultural and residential lending, and maintains ample unused borrowing capacity with the Federal Home Loan Bank and Federal Reserve.

Stilwell Activist Investments and affiliated participants have filed a proxy statement to solicit votes at Central Plains Bancshares' 2026 annual meeting to nominate a director and submit a business proposal. Stilwell filed Amendment No. 2 to a Schedule 13D disclosing delivery of its notice of intent on May 20, 2026.

The filing lists direct holdings of 291,996, 54,905, and 20,000 shares by Stilwell entities and states aggregate beneficial ownership of 366,901 shares as of the date hereof.