| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share |
| (b) | Name of Issuer:
Central Plains Bancshares, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
221 SOUTH LOCUST STREET, GRAND ISLAND,
NEBRASKA
, 68801. |
| Item 2. | Identity and Background |
|
| (a) | This is the third amendment (the "Third Amendment") to the original Schedule 13D, which was filed on November 5, 2024 (the "Original Schedule 13D"), and amended on June 11, 2025 (the "First Amendment"), and on May 20, 2026 (the "Second Amendment"). This Third Amendment is being filed jointly by Stilwell Activist Fund, L.P., a Delaware limited partnership ("Stilwell Activist Fund"); Stilwell Activist Investments, L.P., a Delaware limited partnership ("Stilwell Activist Investments"); Stilwell Partners, L.P., a Delaware limited partnership ("Stilwell Partners"); Stilwell Value LLC, a Delaware limited liability company ("Stilwell Value LLC") and the general partner of Stilwell Activist Fund, Stilwell Activist Investments, and Stilwell Partners; and Joseph Stilwell, the managing member and owner of Stilwell Value LLC (collectively, "we" or "us"). The filers of this statement are collectively referred to herein as the "Group." The Joint Filing Agreement of the members of the Group was filed as Exhibit 1 to the Original Schedule 13D.
This statement is filed by Joseph Stilwell with respect to the shares of common stock, par value $0.01 per share (the "Common Stock") of Central Plains Bancshares, Inc. (the "Issuer") beneficially owned by Joseph Stilwell, including shares of Common Stock held in the names of Stilwell Activist Fund, Stilwell Activist Investments, and Stilwell Partners, in Joseph Stilwell's capacities as the managing member and owner of Stilwell Value LLC, which is the general partner of Stilwell Activist Fund, Stilwell Activist Investments, and Stilwell Partners. |
| (b) | The business address of Stilwell Activist Fund, Stilwell Activist Investments, Stilwell Partners, and Stilwell Value LLC is 111 Broadway, 12th Floor, New York, New York 10006. The business address of Joseph Stilwell is 200 Calle del Santo Cristo, Segundo Piso, San Juan, Puerto Rico 00901. |
| (c) | The principal employment of Joseph Stilwell is investment management. Stilwell Activist Fund, Stilwell Activist Investments, and Stilwell Partners are private investment partnerships engaged in the purchase and sale of securities for their own accounts. Stilwell Value LLC serves as the general partner of Stilwell Activist Fund, Stilwell Activist Investments, Stilwell Partners, and related partnerships. |
| (d) | During the past five years, no member of the Group has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the past five years, no member of the Group has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws, except as indicated in Schedule B, attached hereto and incorporated herein by reference. |
| (f) | Joseph Stilwell is a citizen of the United States. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | Since we last reported purchases of Common Stock, Stilwell Partners has not expended any monies to acquire shares of Common Stock.
Since we last reported purchases of Common Stock, Stilwell Activist Fund has not expended any monies to acquire shares of Common Stock.
Since we last reported purchases of Common Stock, Stilwell Activist Investments has expended $732,281.06 to acquire 39,973 shares of Common Stock. Such funds were provided from Stilwell Activist Investments' working capital and may, from time to time, be provided in part by margin account loans from subsidiaries of Morgan Stanley or Interactive Brokers extended in the ordinary course of business.
All purchases of shares of Common Stock made by the Group using funds borrowed from subsidiaries of Morgan Stanley, J.P. Morgan or Interactive Brokers, if any, were made in margin transactions on their usual terms and conditions. All or part of the shares of Common Stock owned by members of the Group may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such entities to members of the Group. Such loans generally bear interest at a rate based on the broker's call rate from time to time in effect. Such indebtedness, if any, may be refinanced with other banks or broker-dealers. |
| Item 4. | Purpose of Transaction |
| | We are filing this Third Amendment to report that a member of the Group has purchased shares of Common Stock.
On May 20, 2026, we served our notice of intent to nominate Francis "Frank" E. Younes for election as a director at the Issuer's upcoming 2026 annual meeting of shareholders (the "2026 Annual Meeting"), with Mark E. Novotny as our alternate nominee. Additionally, we submitted a non-binding proposal (the "Share Repurchase Proposal") seeking stockholder approval of a request that the Board of Directors shall take all necessary and permissible actions to repurchase no less than 10% of the Issuer's outstanding Common Stock each and every year in which the Common Stock trades below book value per share, which further entails that the Issuer have the proper trading plan(s) in place to account for blackout periods.
Our purpose in acquiring shares of Common Stock of the Issuer is to profit from the appreciation in the market price of the shares of Common Stock through asserting shareholder rights. We do not believe the value of the Issuer's assets is adequately reflected in the current market price of the Issuer's Common Stock.
Members of the Group may seek to make additional purchases or sales of shares of Common Stock. Except as described in this filing, no member of the Group has any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D. Members of the Group may, at any time and from time to time, review or reconsider their positions and formulate plans or proposals with respect thereto.
Since 2000, members or affiliates of the Group have taken an 'activist position' in 79 other publicly-traded companies. In each instance, our purpose has been to profit from the appreciation in the market price of the shares we held by asserting shareholder rights. In addition, we believed that the values of the companies' assets were not adequately reflected in the market prices of their shares.
Our actions with respect to such publicly-traded companies are described in Schedule A, attached hereto and incorporated herein by reference. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The members of the Group beneficially own an aggregate of 406,874 shares of Common Stock. The percentages used in this filing are calculated based on 4,182,777 shares of Common Stock outstanding as of June 18, 2026, as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on June 18, 2026. The purchases and sales of Common Stock reported in this item, if any, were made in open-market transactions.
Each of Stilwell Activist Fund, Stilwell Activist Investments, Stilwell Partners, Stilwell Value LLC and Joseph Stilwell may be deemed to beneficially own 406,874 shares of Common Stock, constituting approximately 9.7% of the shares of Common Stock outstanding. |
| (b) | Each of Stilwell Activist Fund, Stilwell Activist Investments, Stilwell Partners, Stilwell Value LLC and Joseph Stilwell may be deemed to share the power to vote and dispose of 406,874 shares of Common Stock owned in the aggregate by Stilwell Activist Fund, Stilwell Activist Investments, and Stilwell Partners.
Because he is the managing member and owner of Stilwell Value LLC, which is the general partner of each of Stilwell Activist Fund, Stilwell Activist Investments, and Stilwell Partners, Joseph Stilwell has the power to direct the affairs of each of Stilwell Activist Fund, Stilwell Activist Investments, and Stilwell Partners, including the voting and disposition of shares of Common Stock held in the name of each of Stilwell Activist Fund, Stilwell Activist Investments, and Stilwell Partners. Therefore, Joseph Stilwell is deemed to share voting and disposition power with each of Stilwell Activist Fund, Stilwell Activist Investments, and Stilwell Partners with regard to those shares of Common Stock.
Because he is the managing member and owner of Stilwell Value LLC, Joseph Stilwell has the power to direct the affairs of Stilwell Value LLC. Stilwell Value LLC is the general partner of each of Stilwell Activist Fund, Stilwell Activist Investments, and Stilwell Partners. Therefore, Stilwell Value LLC may be deemed to share with Joseph Stilwell voting and disposition power with regard to the shares of Common Stock held by each of Stilwell Activist Fund, Stilwell Activist Investments, and Stilwell Partners. |
| (c) | Since the filing of the Second Amendment, Stilwell Activist Investments purchased shares of Common Stock as set forth in Schedule C, attached hereto and incorporated herein by reference. Since the filing of the Second Amendment, Stilwell Activist Fund and Stilwell Partners have not purchased or sold any shares of Common Stock. Stilwell Value LLC and Joseph Stilwell have not purchased or sold any shares of Common Stock. |
| (d) | No person other than Stilwell Activist Fund, Stilwell Activist Investments, Stilwell Partners, Stilwell Value LLC and Joseph Stilwell is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | On May 19, 2026, members of the Group entered into nominee agreements (the "Nominee Agreements") with each of Francis E. Younes and Mark E. Novotny (the "Nominees"), pursuant to which the Nominees have agreed, should members of the Group so choose, to stand for election to the Issuer's board of directors at the 2026 Annual Meeting, and to serve as directors if elected. Pursuant to the Nominee Agreements, members of the Group have agreed to (i) reimburse all of the Nominees' actual out-of-pocket expenses incurred in connection with the nomination process and (ii) indemnify each Nominee for any damages and expenses incurred in connection with his nomination for director of the Issuer. The foregoing summary of the Nominee Agreements is qualified in its entirety by reference to the full text of the Nominee Agreements, copies of which are filed as Exhibits 2 and 3 attached to the Second Amendment and are incorporated by reference herein.
Other than the Nominee Agreements filed as Exhibits 2 and 3 to the Second Amendment and the Joint Filing Agreement filed as Exhibit 1 to the Original Schedule 13D, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finders' fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or losses, or the giving or withholding of proxies, except for sharing of profits.
See Items 1 and 2 above regarding disclosure of the relationships between the Reporting Persons, which disclosure is incorporated herein by reference. |
| Item 7. | Material to be Filed as Exhibits. |
| | Schedule A - Stilwell Activist History
Schedule B - Item 2(e)
Schedule C - Transactions in Securities
Exhibit 1 - Joint Filing Agreement, dated November 5, 2024, filed with the Original Schedule 13D.
Exhibit 2 - Nominee Agreement, dated May 19, 2026, with Francis E. Younes, filed with the Second Amendment.
Exhibit 3 - Nominee Agreement, dated May 19, 2026, with Mark E. Novotny, filed with the Second Amendment.
Exhibit 4 - Share Repurchase Proposal, dated May 20, 2026, filed with the Second Amendment. |
