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Stilwell Agree Standstill With IF Bancorp; Dworschak Appointed to Boards

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

Stilwell-affiliated investors report 297,399 shares, or approximately 8.9% of IF Bancorp, Inc.'s common stock based on 3,351,526 shares outstanding. The filing is the Fourth Amendment to a Schedule 13D and discloses a Standstill Agreement dated September 16, 2025, under which the issuer agreed to expand its and its bank subsidiary's boards and appoint the Group's nominee, Scott J. Dworschak, to both boards.

The Group withdrew its director nominations in exchange for the board appointments and agreed to limitations on proxy solicitation, additional director nominations, requests to control management, litigation initiation, and further share acquisitions without consent. The Group received a Federal Reserve non-objection to acquire up to 19.99% of the issuer on May 14, 2025. The Group states its investment purpose is to profit from share price appreciation by asserting shareholder rights.

Positive

  • Secured board representation with appointment of the Group's nominee to both the issuer and the bank boards
  • Significant stake held: 297,399 shares representing approximately 8.9% of common stock outstanding
  • Regulatory optionality: Federal Reserve non-objection received to increase ownership up to 19.99% (May 14, 2025)

Negative

  • Comprehensive standstill restrictions preventing proxy solicitation, additional nominations, and other activist actions
  • Acquisition limits: cannot acquire additional shares without issuer consent, limiting ability to increase influence
  • Transfer restrictions on selling to potential new 5%+ beneficial owners without issuer consent

Insights

TL;DR: Stilwell holds an 8.9% stake and secured a board seat via a standstill, limiting further activism while retaining upside from equity appreciation.

The agreement converts a contested nomination into board representation, reducing short-term governance conflict risk while preserving value-capture potential for the Group. The Federal Reserve non-objection to increase ownership to 19.99% provides optionality for future position scaling, though the standstill restricts additional share acquisitions without consent and curtails proxy contests. For investors, this is a negotiated governance outcome that balances influence with restraint.

TL;DR: The Standstill Agreement yields immediate board access but imposes significant limitations on activist tactics and share transfers.

Appointment of the Group's nominee to both the holding company and bank boards provides direct oversight influence. However, the standstill's prohibitions on soliciting proxies, submitting proposals, nominating directors (beyond the agreed nominee), and acquiring additional shares without consent significantly narrow the Group's toolkit. The clause permitting an extra nominee after March 31, 2026 if stockholder-approved matters remain unimplemented creates a conditional escalation path, but only after a defined period.






If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D


Stilwell Activist Fund, L.P.
Signature:/s/ Megan Parisi
Name/Title:Megan Parisi, Member of Stilwell Value LLC, its General Partner
Date:09/17/2025
Stilwell Activist Investments, L.P.
Signature:/s/ Megan Parisi
Name/Title:Megan Parisi, Member of Stilwell Value LLC, its General Partner
Date:09/17/2025
STILWELL PARTNERS L P
Signature:/s/ Megan Parisi
Name/Title:Megan Parisi, Member of Stilwell Value LLC, its General Partner
Date:09/17/2025
Stilwell Value LLC
Signature:/s/ Megan Parisi
Name/Title:Megan Parisi, Member
Date:09/17/2025
Stilwell Joseph
Signature:/s/ Joseph Stilwell
Name/Title:Joseph Stilwell*
Date:09/17/2025
Megan Parisi
Signature:/s/ Megan Parisi
Name/Title:*Megan Parisi, Attorney-in-Fact
Date:09/17/2025

FAQ

How many IF Bancorp (IROQ) shares does the Stilwell Group beneficially own?

The Group beneficially owns 297,399 shares, representing approximately 8.9% of IF Bancorp's outstanding common stock based on 3,351,526 shares.

What did the Standstill Agreement dated September 16, 2025, provide?

The Standstill Agreement provides for expansion of the issuer's and bank's boards and appointment of Scott J. Dworschak to both boards and includes restrictions on proxy solicitation and additional acquisitions.

Did the Stilwell Group withdraw its director nominations?

Yes. The Group withdrew its nomination of Scott J. Dworschak for the 2025 annual meeting and its alternate nominee Douglas P. Hutchison Jr. in connection with the agreement.

Does the Group have permission to buy more shares of IF Bancorp?

The Group received a Federal Reserve non-objection on May 14, 2025 to buy additional shares up to 19.99%, but the Standstill Agreement restricts acquiring additional shares without issuer consent.

Under what condition can the Group select an additional board nominee?

If after March 31, 2026 the issuer fails to substantially implement matters approved at the 2024 annual meeting, the Group may select an additional nominee to be appointed by the board.
If Bancorp Inc

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Banks - Regional
Savings Institution, Federally Chartered
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United States
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