Central Plains Bancshares (CPBI) faces Stilwell push for larger buybacks

Rhea-AI Filing Summary

Stilwell Activist Investments and affiliated entities, holding or deemed to beneficially own 406,874 shares of Central Plains Bancshares, are soliciting proxies with a GREEN card for a business proposal at the 2026 annual meeting. They focus on the company’s capital allocation and share repurchase activity.

Stilwell highlights that only 43,183 shares were repurchased during the past fiscal year, compared with 1,111,920 shares trading on the exchange, and characterizes this as missing 96.1% of trading volume despite the stock trading below book value. They cite book value per share rising to $21.21 as of March 31, 2026 and present an illustrative 10% buyback of 419,636 shares that they calculate would have increased book value per share to about $21.79, an accretion of roughly 10.1% for remaining stockholders.

Key Figures

Shares repurchased in fiscal year: 43,183 shares Shares traded in fiscal year: 1,111,920 shares Average share price fiscal 2026: $15.97 per share +4 more

7 metrics

Shares repurchased in fiscal year 43,183 shares Company shares purchased and retired during the past fiscal year, per Stilwell letter

Shares traded in fiscal year 1,111,920 shares Total CPBI trading volume for April 1, 2025–March 31, 2026

Average share price fiscal 2026 $15.97 per share Average CPBI share price for fiscal year April 1, 2025–March 31, 2026

Book value per share $21.21 per share Book value per share as of March 31, 2026 in Stilwell’s calculations

Stilwell group beneficial ownership 406,874 shares CPBI common shares beneficially owned or deemed owned by Stilwell Value LLC and Joseph Stilwell

Illustrative buyback size 419,636 shares Stilwell’s example repurchase equal to 10% of shares outstanding on March 31, 2026

Illustrative buyback accretion 10.1% Stilwell’s calculated book value per share accretion from the 10% illustrative repurchase

Key Terms

preliminary proxy statement, GREEN proxy card, proxy solicitation, book value per share, +1 more

5 terms

preliminary proxy statement regulatory

"have filed a preliminary proxy statement and accompanying GREEN proxy card"

A preliminary proxy statement is an advance draft of the information a company will send shareholders before a vote, outlining items like board elections, mergers, executive pay, and shareholder proposals. It matters to investors because it lays out what will be decided, management’s recommendations, and key facts that can affect a company’s direction and stock value — like receiving the agenda and background packet before a town-hall vote.

GREEN proxy card regulatory

"accompanying GREEN proxy card with the Securities and Exchange Commission"

proxy solicitation regulatory

"The participants in the proxy solicitation are currently anticipated to be"

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.

book value per share financial

"Book value per share (calculated as total stockholders' equity divided by shares outstanding"

Book value per share is a company’s net worth on paper — total assets minus liabilities — divided by the number of outstanding shares, showing the equity value attributable to each share. Investors use it like a per-slice estimate of a company’s underlying value to compare with the market price; if the market price is far above the book value, the stock may be priced for strong future profits, and if it’s below, the stock might look undervalued or reflect asset concerns.

beneficially own financial

"may be deemed to beneficially own the 406,874 shares of Common Stock"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

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FAQ

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

Stilwell-affiliated entities report or may be deemed to beneficially own 406,874 Central Plains Bancshares shares. This includes 331,969 shares at Stilwell Activist Investments, 54,905 shares at Stilwell Activist Fund, and 20,000 shares at Stilwell Partners, consolidated through Stilwell Value LLC and Joseph Stilwell.

What concern does Stilwell raise about CPBI share repurchases in fiscal 2026?

Stilwell notes CPBI repurchased only 43,183 shares during the past fiscal year while 1,111,920 shares traded, which they describe as missing 96.1% of traded volume. They argue this is problematic because the stock traded below their cited measures of book value per share throughout the period.

How does CPBI’s market price compare with book value per share in Stilwell’s analysis?

Using fiscal 2026 data, Stilwell cites an average CPBI share price of $15.97 while book value per share was about $19.78 at March 31, 2025 and rose to $21.21 by March 31, 2026. They argue buybacks at such discounts would have been attractive for remaining shareholders.

What hypothetical buyback scenario does Stilwell outline for Central Plains Bancshares (CPBI)?

Stilwell models a repurchase of 419,636 CPBI shares, equal to 10% of the 4,196,359 shares outstanding on March 31, 2026. At the $15.97 average price, they calculate ending book value per share of about $21.79 and accretion of roughly 10.1% for remaining stockholders.

What proxy actions has Stilwell taken regarding Central Plains Bancshares (CPBI)?

Stilwell and affiliates have filed a preliminary proxy statement and GREEN proxy card to solicit votes for a business proposal at CPBI’s 2026 annual meeting. They state that proxy materials will be available free of charge on the SEC’s website and from the participants upon request.

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

(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, have filed a preliminary proxy statement and accompanying GREEN proxy card with the Securities and Exchange Commission (the “SEC”) to be used to solicit votes for a business proposal at the 2026 annual meeting of stockholders (the “Annual Meeting”) of Central Plains Bancshares, Inc., a Maryland corporation (the “Company”).

On July 14, 2026, Stilwell mailed the following letter to the Company’s stockholders:

Stilwell Activist Investments, L.P.

111 BROADWAY • 12^TH FLOOR

NEW YORK, NY 10006

(787) 985-2194

INFO@STILWELLGROUP.COM

July 14, 2026

Dear Fellow CPBI Owner,

During the past fiscal year, our Company repurchased only 43,183¹ of its shares despite trading below book value for the entire year.² During the same period of time, 1,111,920 shares were traded on the stock exchange.³ In other words, our Company missed out on 96.1% of the shares that were traded during the year.

We were in touch with management during the last year (and for part of the previous year) encouraging the Company to repurchase as many of CPBI’s shares as possible. Despite their professed willingness, professed desire, and professed intention to repurchase a substantial number of CPBI’s shares, they failed to do so (as you can see from the above figures).

Our Company has substantial excess capital. Nothing would have been more accretive to shareholder value than repurchasing a substantial quantity of its shares.⁴ On several occasions, we offered to help management structure the share repurchases in a way that would have helped the Company repurchase the shares that management said they wanted to repurchase. They failed to do so (as you can see from the above figures).

Respectfully,

Megan Parisi

(787) 985-2194

mparisi@stilwellgroup.com

¹ CPBI's Form 10-K filed on June 18, 2026, p. 55, Consolidated Statements of Stockholders' Equity, Stock Purchased and Retired: 43,183.

² Book value per share (calculated as total stockholders' equity divided by shares outstanding at each reporting date) was $20.04 as of June 30, 2025 (~$84.6M ÷ 4,223,278 shares per Form 10-Q filed on August 12, 2025); $20.44 as of September 30, 2025 (~$86.2M ÷ 4,217,338 shares per Form 10-Q filed on November 13, 2025); $20.87 as of December 31, 2025 (~$87.8M ÷ 4,205,255 shares per Form 10-Q filed on February 11, 2026); and $21.21 as of March 31, 2026 (~$88.9M ÷ 4,196,359 shares per Form 10-K filed on June 18, 2026). Share price data for fiscal year 2026 per Yahoo Finance.

³ Total trading volume of CPBI shares (listed on NasdaqCM) per S&P Global Market Intelligence, fiscal year April 1, 2025–March 31, 2026.

⁴ During fiscal year 2026, CPBI shares traded at an average price of $15.97 per share (Yahoo Finance, CPBI historical prices, fiscal year April 1, 2025–March 31, 2026). CPBI book value per share was approximately $19.78 as of fiscal year-end (March 31) 2025 (~$83.3M ÷ 4,211,689 shares outstanding per CPBI's Form 10-K filed on June 26, 2025). Repurchasing and retiring 419,636 CPBI shares (10% of CPBI shares outstanding on March 31, 2026) at the annual average price per share for fiscal year 2026 would have cost approximately $6.7M, reducing March 31, 2026 book value of equity to approximately $82.3M. This would result in an ending CPBI book value per share of approximately $21.79 (~$82.3M ÷ 3,776,723 shares) and annual accretion of approximately 10.1% for remaining stockholders.

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 and Joseph Stilwell.

As of the date hereof, Stilwell Activist Investments directly owns 331,969 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 406,874 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 406,874 shares of Common Stock owned directly by Stilwell Activist Investments, Stilwell Activist Fund, and Stilwell Partners.