ISABELLA BANK CORP SEC Filings

ISABELLA BANK CORP executive Erika M. Ross, the Chief Operations Officer, filed an initial ownership report showing beneficial ownership of 1,042.2049 shares of common stock held directly. This Form 3 reflects her starting equity position as an officer and does not report any specific buy or sell transactions.

ISABELLA BANK CORP director Jill Bourland reported an open-market purchase of common stock. She bought 7.2411 shares at a price of $41.4300 per share. After this transaction, her directly owned holdings increased to 5,876.8485 common shares, indicating a small incremental addition to her position.

Isabella Bank Corporation entered into an Equity Distribution Agreement with Piper Sandler & Co. allowing the company to issue and sell, from time to time, common stock with an aggregate gross sales price of up to $30,000,000 through an at-the-market offering program.

Under this arrangement, Isabella Bank will periodically set sale parameters such as share amount, timing, daily limits and minimum prices, while paying the agent a commission of up to 3.0% of the gross sales price. Shares will be issued off the company’s effective Form S-3 shelf registration and related prospectus supplement, and either party may suspend or terminate the offering. Net proceeds are intended for general corporate purposes, which may include contributing capital to Isabella Bank to support lending and growth.

Isabella Bank Corporation filed a prospectus supplement updating its shelf registration to permit an at-the-market equity offering through Piper Sandler under an Equity Distribution Agreement to sell up to $30,000,000 of common stock. Sales may occur from time to time at prevailing market prices and Piper Sandler may receive up to 3.0% of gross proceeds. The company stated consolidated totals as of March 31, 2026 of approximately $2.3 billion in total assets, $1.6 billion in gross loans, $1.9 billion in deposits and $234.0 million in shareholders’ equity. The supplement also discloses a pending merger agreement with Grand River Commerce, Inc., expected to close in Q4 2026, and that the company anticipates issuing approximately 839,003 shares in connection with that acquisition. Net proceeds from the offering are for general corporate purposes, including possible capital contributions to the Bank, repayment of indebtedness, and support for growth or acquisitions.

Isabella Bank Corporation entered into a definitive merger agreement to acquire Grand River Commerce, Inc. The transaction calls for a three-step legal combination: Merger Sub into Grand River, a Second Step Merger into Isabella, and a subsequent Bank Merger of the banking subsidiaries.

Consideration will be elected by Grand River shareholders and prorated: 65% of shares to receive stock and 35% to receive cash drawn from an $18,262,391 Aggregate Cash Consideration. Based on an assumed 9,122,073 shares outstanding, the per-share cash estimate is approximately $5.72 and the estimated exchange ratio is approximately 0.1415. Closing remains subject to shareholder approval, regulatory approvals, Nasdaq listing authorization, Form S-4 effectiveness and other customary conditions.

Isabella Bank Corporation entered into a definitive agreement to acquire Grand River Commerce, Inc. in a cash-and-stock merger, followed by holding-company and bank-level mergers that will combine Grand River Bank into Isabella Bank.

Grand River shareholders can elect cash or Isabella stock, subject to proration so that 35% of Grand River shares receive cash and 65% receive stock. The deal includes an aggregate cash pool of $18,262,391 and up to 839,003 shares of Isabella common stock. Based on an assumed 9,122,073 Grand River shares, the estimated per-share cash consideration is about $5.72 and the estimated stock exchange ratio is about 0.1415 Isabella shares per Grand River share. Closing requires Grand River shareholder approval, multiple regulatory approvals, Nasdaq listing of new Isabella shares and effectiveness of an S-4 registration. Grand River must pay a $2.18 million termination fee in certain circumstances, and Grand River’s directors and executive officers have signed voting agreements supporting the transaction.

Isabella Bank Corporation describes a pending acquisition of Grand River Bank, a West Michigan community bank with $512 million in assets and two branch locations. The communication states Grand River locations will be rebranded as Isabella Bank upon closing and that current Isabella customers will see no acquisition-related changes.

The notice says incoming Grand River customers will be transitioned onto Isabella’s systems, products, and brand over time, many Grand River employees are expected to join Isabella, and no Isabella branches are planned to close. The companies note that a registration statement on Form S-4 will be filed and include customary forward-looking statement disclosures and closing risks.