Stilwell to Nominate Director at Central Plains Bancshares (NASDAQ: CPBI)

Rhea-AI Filing Summary

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.

Key Figures

Schedule 13D amendment delivery: May 20, 2026 Stilwell Activist Investments direct shares: 291,996 shares Stilwell Activist Fund direct shares: 54,905 shares +2 more

5 metrics

Schedule 13D amendment delivery May 20, 2026 Amendment No. 2 discloses delivery of notice of intent

Stilwell Activist Investments direct shares 291,996 shares direct ownership as stated <b>as of the date hereof</b>

Stilwell Activist Fund direct shares 54,905 shares direct ownership as stated <b>as of the date hereof</b>

Stilwell Partners direct shares 20,000 shares direct ownership as stated <b>as of the date hereof</b>

Aggregate beneficial ownership 366,901 shares Stilwell Value LLC and Joseph Stilwell may be deemed to beneficially own these shares <b>as of the date hereof</b>

Key Terms

proxy solicitation, universal proxy card, Schedule 13D

3 terms

proxy solicitation regulatory

"intend to file a preliminary proxy statement and accompanying universal proxy card"

Proxy solicitation is the process of asking shareholders for permission to vote their shares on corporate matters, usually by sending voting forms or requests by mail, email or phone. Investors should watch proxy solicitations because they signal attempts to change control, influence board elections or approve big deals — like neighbors organizing votes on a shared building project — and the outcome can materially affect a company’s strategy and stock value.

universal proxy card regulatory

"preliminary proxy statement and accompanying universal proxy card"

A universal proxy card is a single voting ballot sent to shareholders that lists every director nominee put forward by both the existing board and any challengers, allowing investors to pick any mix of candidates they prefer. Like a combined ballot at a community election, it makes voting easier, increases individual shareholder control, and can materially change the dynamics, cost and likely outcome of contested board elections.

Schedule 13D regulatory

"filed Amendment No. 2 to its Schedule 13D disclosing its delivery of its notice of intent"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☐

Filed by a Party other than the Registrant ☒

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ Definitive Proxy Statement

☐ Definitive Additional Materials

☒ Soliciting Material Under § 240.14a-12

CENTRAL PLAINS BANCSHARES, INC.

(Name of Registrant as Specified In Its Charter)

Stilwell Activist Investments, L.P.

Stilwell Activist Fund, L.P.

Stilwell Partners, L.P.

Stilwell Value LLC

Joseph Stilwell

Francis E. Younes

Mark E. Novotny

(Name of Persons(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Joseph Stilwell and certain affiliated entities (collectively, “Stilwell”), together with the other participants named herein, intend to file a preliminary proxy statement and accompanying universal proxy card with the Securities and Exchange Commission (the “SEC”) to be used to solicit votes for a business proposal and the election of Stilwell’s highly-qualified director nominee at the 2026 annual meeting of stockholders (the “Annual Meeting”) of Central Plains Bancshares, Inc., a Maryland corporation (the “Company”).

On May 20, 2026, Stilwell filed Amendment No. 2 to its Schedule 13D (“Amendment No. 2”) disclosing its delivery of its notice of intent to submit a business proposal and nominate a highly-qualified director candidate at the Annual Meeting, which was delivered to the Company on May 20, 2026. A copy of Amendment No. 2 is attached hereto as Exhibit 1 and is incorporated herein by reference.

CERTAIN INFORMATION CONCERNING THE PARTICIPANTS

STILWELL STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ ANY PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF PROXY MATERIALS WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST.

The participants in the proxy solicitation are currently anticipated to be Stilwell Activist Investments, L.P., a Delaware limited partnership (“Stilwell Activist Investments”), Stilwell Activist Fund, L.P., a Delaware limited partnership (“Stilwell Activist Fund”), Stilwell Partners, L.P., a Delaware limited partnership (“Stilwell Partners”), Stilwell Value LLC, a Delaware limited liability company, Joseph Stilwell, Francis E. Younes and Mark E. Novotny.

As of the date hereof, Stilwell Activist Investments directly owns 291,996 shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”), including 250,000 shares held in record name. As of the date hereof, Stilwell Activist Fund directly owns 54,905 shares of Common Stock. As of the date hereof, Stilwell Partners directly owns 20,000 shares of Common Stock. Stilwell Value LLC, as the general partner of each of Stilwell Activist Investments, Stilwell Activist Fund, and Stilwell Partners, may be deemed to beneficially own the 366,901 shares of Common Stock owned directly by Stilwell Activist Investments, Stilwell Activist Fund, and Stilwell Partners. Mr. Stilwell, as the managing member and sole owner of Stilwell Value LLC, may be deemed to beneficially own the 366,901 shares of Common Stock owned directly by Stilwell Activist Investments, Stilwell Activist Fund, and Stilwell Partners. As of the date hereof, Messrs. Younes and Novotny do not beneficially own any securities of the Company.

FAQ

What is Stilwell seeking in the CPBI proxy filing?

Stilwell is soliciting votes to nominate a director and submit a business proposal at Central Plains Bancshares' 2026 annual meeting. The filing states Stilwell delivered its notice of intent on May 20, 2026 and will provide proxy materials and a universal proxy card when available.

How many Central Plains (CPBI) shares do Stilwell entities report owning?

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

Will Stilwell provide proxy materials for CPBI shareholders?

Yes. The filing states Stilwell will provide proxy materials and a universal proxy card at no charge when available. It also notes those materials will be accessible on the SEC website and can be requested from the participants for delivery without charge.

Who are the named participants in the CPBI proxy solicitation?

The participants listed include Stilwell Activist Investments, L.P., Stilwell Activist Fund, L.P., Stilwell Partners, L.P., Stilwell Value LLC, Joseph Stilwell, Francis E. Younes, and Mark E. Novotny. The filing notes Messrs. Younes and Novotny do not beneficially own Company securities.

What public disclosure did Stilwell file related to this proxy effort?

Stilwell filed Amendment No. 2 to its Schedule 13D, which the proxy filing incorporates by reference. That amendment discloses delivery of Stilwell's notice of intent to nominate a director and submit a business proposal on May 20, 2026.