[8-K] ISABELLA BANK CORP Reports Material Event
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Isabella Bank Corporation is acquiring Grand River Commerce, Inc. in a cash and stock merger valued at approximately $54.6 million. The deal expands Isabella into the Grand Rapids, Michigan market, creating a pro forma bank with about $2.8 billion in assets and 33 locations across nine counties.
Grand River reported roughly $511.7 million in assets, $437.9 million in loans and $438.9 million in deposits as of March 31, 2026. Based on assumed Grand River shares, shareholders can elect about $5.72 in cash or 0.1415 Isabella shares per share, subject to proration so that 65% of shares receive stock and 35% cash.
Isabella projects cost savings equal to 35% of Grand River’s expense base and estimates earnings per share accretion of about 10.4% in 2027 and 11.0% in 2028, with tangible book value dilution of 4.0% and an earnback period of 1.75 years using the crossover method. Closing is targeted for the fourth quarter of 2026, subject to regulatory and Grand River shareholder approvals.
Positive
- Accretive, strategically targeted acquisition: The $54.6 million Grand River Commerce deal adds about $511.7 million in assets, is projected to increase EPS by roughly 10.4% in 2027 and 11.0% in 2028, and accelerates Isabella Bank’s entry into the higher-growth Grand Rapids, Michigan market.
- Manageable capital impact with defined earnback: Isabella forecasts only 4.0% tangible book value dilution at closing, a 1.75-year earnback using the crossover method, and a pro forma CET1 ratio of 10.4% at close, suggesting room to absorb the transaction while maintaining solid regulatory capital levels.
Negative
- Integration, execution and dilution risks: The transaction relies on achieving 35% cost savings from Grand River’s expense base and includes loan and securities marks, creating risk that earnings accretion and the projected 1.75-year tangible book value earnback could be weaker or slower if synergies or credit performance underdeliver.
Insights
ISBA is pursuing a sizable, accretive Grand Rapids expansion via a $54.6M bank acquisition.
Isabella Bank plans to acquire Grand River Commerce for about $54.6M in cash and stock, adding roughly $511.7M of assets and building a pro forma institution with $2.8B in assets and $2.3B in deposits. This meaningfully deepens its presence in the growing Grand Rapids market.
The transaction assumes 35% cost savings from Grand River’s expense base, or about $4.9M fully phased in, driving projected EPS accretion of 10.4% in 2027 and 11.0% in 2028. Tangible book value dilution is estimated at 4.0%, with a 1.75-year earnback using the crossover method, and pro forma CET1 of 10.4% at closing.
Key execution factors include realizing the projected cost saves, integrating Grand River’s loan portfolio and systems, and maintaining credit quality. The deal structure includes loan and deposit marks, redemption of Grand River subordinated debt, and payoff of $18M in wholesale borrowings at closing, so actual results will depend on how these assumptions track after the expected Q4 2026 closing.
8-K Event Classification
2 items: 7.01, 9.01
2 items
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Transaction value: $54.6 million
Pro forma assets: $2.8 billion
Grand River assets: $511.7 million
+5 more
8 metrics
Transaction value
$54.6 million
Cash and stock merger consideration for Grand River Commerce
Pro forma assets
$2.8 billion
Combined Isabella–Grand River entity assets as of March 31, 2026
Grand River assets
$511.7 million
Grand River Commerce assets as of March 31, 2026
Projected 2027 EPS accretion
10.4%
Estimated earnings per share impact for Isabella in 2027
Projected 2028 EPS accretion
11.0%
Estimated earnings per share impact for Isabella in 2028
Tangible book dilution
4.0%
Estimated tangible book value per share impact at closing
TBV earnback period
1.75 years
Tangible book value dilution earnback using crossover method
Cost savings assumption
35.0% / $4.9 million
Share of Grand River’s expense base, fully phased-in savings
Key Terms
tangible book value, Form S-4, core deposit intangible, CET1 Ratio, +2 more
6 terms
tangible book value financial
"the expected impact on and timing of the recovery of the impact on tangible book value"
Tangible book value is the accounting measure of a company’s net worth after removing intangible items like goodwill, patents and trademarks, leaving only physical and financial assets minus liabilities. For investors it offers a clearer view of the company’s hard-asset backing per share—like estimating the cash you could get by selling the furniture, machinery and cash in a house—helping gauge downside risk and whether a stock may be cheaply valued.
Form S-4 regulatory
"Isabella will file with the SEC a registration statement on Form S-4 that will include a proxy statement"
A Form S-4 is a legal document that companies file with the government to announce and explain a major business move, such as a merger or acquisition. It provides detailed information to help investors understand how the deal might affect the company's value and future prospects, similar to a detailed blueprint that clarifies the impact of a significant change.
core deposit intangible financial
"Core deposit intangible of 3.00%, amortized over 10 years SYD"
Core deposit intangible is an accounting asset that represents the value of customer deposits a bank gains, usually through an acquisition, because those deposits provide a stable, low-cost source of funding. Think of it like paying for a loyal customer list that will save the bank money over time; it is written down over several years and affects reported earnings and the apparent cost of acquiring new funds, so investors watch it to understand future profitability and capital impact.
CET1 Ratio financial
"10.4% CET1 Ratio at Close"
CET1 ratio measures a bank's core equity capital (the most loss-absorbing funds like common stock and retained earnings) relative to the size of its risk-adjusted assets. It shows how big the bank's financial cushion is compared with what it has on its books; a higher ratio means greater ability to absorb losses, lower regulatory risk, and generally more investor confidence in the bank's stability.
nonperforming loans financial
"nonperforming loans representing 0.4% of total loans"
Nonperforming loans are loans on which borrowers have stopped making the scheduled interest or principal payments for an extended period (commonly 90 days or more) or are otherwise in serious danger of default. Think of them as IOUs that aren’t being repaid: they tie up a lender’s money, reduce future interest income, and force the lender to hold extra reserves or take losses. For investors, a rising share of nonperforming loans signals weakening credit quality, higher potential losses, and greater risk to a bank’s profitability and capital.
leverage ratio financial
"Lev. Ratio 9.9%"
Leverage ratio measures how much a company relies on borrowed money compared with its own funds or assets, typically expressed as debt relative to equity or total assets. Like a homeowner with a mortgage, higher leverage can amplify returns when business is strong but also raises the chance of big losses or default if revenue falls, so investors use it to judge financial risk and resilience.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934ct of 1934
Date of Report (Date of earliest event reported): June 12, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
(Registrant’s telephone number)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule l4a-12 under the Exchange Act (17 CFR 240.l4a-l2) | |||||
| Pre-commencement communications pursuant to Rule l4d-2(b) under the Exchange Act (17 CFR 240.l4d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.l3e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
The | ||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
| Emerging growth company | ||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 - Regulation FD Disclosure
On June 11, 2026, Isabella Bank Corporation, a Michigan corporation (“Isabella”), 401 Merger Sub, Inc., a Michigan corporation and a direct, wholly owned subsidiary of Isabella, and Grand River Commerce, Inc., a Michigan corporation (“Grand River”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). On June 12, 2026, Isabella and Grand River issued a joint press release announcing the execution of the Merger Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
In addition, Isabella is providing supplemental information regarding the proposed transaction. A copy of the investor presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
The information in this Item 7.01 and Exhibits 99.1 and 99.2 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit No | Description | |||||||
Exhibit 99.1 | Joint Press Release, dated June 12, 2026 | |||||||
Exhibit 99.2 | Investor Presentation | |||||||
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
Forward-Looking Statements
This Current Report on Form 8-K and the exhibits filed herewith contain “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. In general, forward-looking statements usually use words such as “may,” “believe,” “expect,” “anticipate,” “intend,” “should,” “plan,” “estimate,” “predict,” “continue” and “potential” or the negative of these terms or other comparable terminology, including statements related to the expected timing of the closing of the proposed merger with Grand River, the expected returns and other benefits of the proposed merger to shareholders, expected improvement in operating efficiency resulting from the proposed merger, estimated expense reductions resulting from the transactions and the timing of achievement of such reductions, the expected impact on and timing of the recovery of the impact on tangible book value, and the expected effect of the proposed merger on Isabella’s capital ratios. Forward-looking statements represent management’s beliefs, based upon information available at the time the statements are made, with regard to the matters addressed; they are not guarantees of future performance. Forward-looking statements are subject to numerous assumptions, risks and uncertainties that change over time and could cause actual results or financial condition to differ materially from those expressed in or implied by such statements.
Factors that could cause or contribute to such differences include, but are not limited to (1) the risk that the cost savings and any revenue synergies from the proposed merger may not be realized or take longer than anticipated to be realized, (2) disruption from the proposed merger with customers, suppliers, employee or other business partners, (3) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, (4) the risk of successful integration of Grand River’s business into Isabella, (5) the failure to obtain the necessary approval by the shareholders of Grand River, (6) the amount of the costs, fees, expenses and charges related to the proposed merger, (7) the ability of the parties to obtain required governmental approvals of the proposed merger, (8) reputational risk and the reaction of each of the companies’ customers, suppliers, employees or other business partners to the merger, (9) the failure of the closing conditions in the Merger Agreement to be satisfied, or any unexpected delay in closing of the proposed merger, (10) the risk that the integration of Grand River’s operations into the operations of Isabella will be materially delayed or will be more costly or difficult than expected, (11) the possibility that the proposed merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events, (12) the dilution caused by Isabella’s issuance of additional shares of its common stock in the merger transaction, and (13) general competitive, economic, political and market conditions. Other relevant risk factors may be detailed from time to time in Isabella’s press releases and filings with the Securities and Exchange Commission (the “SEC”). Consequently, no forward-looking statement can be guaranteed. Neither Isabella nor Grand River undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. For any forward-looking statements made in this communication or any related documents, Isabella and Grand River claim protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
Additional Information and Where to Find It
This communication is being made with respect to the proposed merger involving Isabella and Grand River. This material is not a solicitation of any vote or approval of the Grand River shareholders and is not a substitute for the proxy statement/prospectus or any other documents that Isabella and Grand River may send to their respective shareholders in connection with the proposed merger.
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval with respect to the proposed transaction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, and no offer to sell or solicitation of an offer to buy shall be made in any jurisdiction in which such offer or solicitation would be unlawful.
In connection with the proposed merger, Isabella will file with the SEC a registration statement on Form S-4 that will include a proxy statement of Grand River and a prospectus of Isabella, as well as other relevant documents concerning the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS, WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION STATEMENT ON FORM S-4, THE PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ISABELLA, GRAND RIVER AND THE PROPOSED MERGER. When final, the proxy statement/prospectus will be sent to the shareholders of Grand River seeking the required shareholder approval. Shareholders are also urged to carefully review and consider Isabella's public filings with the SEC, including, but not limited to, its proxy statements, its Annual Reports on Form 10-K, its Quarterly Reports on Form 10-Q, and its Current Reports on Form 8-K. Investors and security holders will be able to obtain free copies of the registration statement on Form S-4 and the related proxy statement/prospectus, when filed, as well as other documents filed with the SEC by Isabella through the web site maintained by the SEC at www.sec.gov. Documents filed with the SEC by Isabella will also be available free of charge on the Investor Relations page of Isabella’s website at https://ir.isabellabank.com/sec-filings/sec-filings/default.aspx.
Participants in Solicitation
Grand River, Isabella, and certain of their respective directors, executive officers and employees may be deemed to be participants in the solicitation of proxies of Grand River’s shareholders in respect of the proposed transaction under the rules of the SEC. Information regarding Isabella’s directors and executive officers is available in its definitive proxy statement related to its 2026 annual meeting of shareholders, which was filed with the SEC on March 23, 2026 and certain other documents filed by Isabella with the SEC. Other information regarding the participants in the solicitation of proxies in respect of the proposed transaction and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC. Free copies of these documents, when available, may be obtained as described in the preceding paragraph. Investors should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| ISABELLA BANK CORPORATION | ||||||||||||||
| Dated: | June 12, 2026 | By: | /s/ Gerald J. Ritzert | |||||||||||
| Gerald J. Ritzert | ||||||||||||||
| Chief Financial Officer | ||||||||||||||
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Exhibit 99.1
For Immediate Release
Isabella Bank Corporation
401 N. Main Street
Mt. Pleasant, MI 48858-1649
FOR MORE INFORMATION CONTACT:
Jerome Schwind, Chief Executive Officer
Jerry Ritzert, Chief Financial Officer
Lori Peterson, Vice President and Director of Marketing
Phone: 989-772-9471
Isabella Bank Corporation to Acquire Grand River Commerce, Inc.
Highlights:
•Expands presence in southwest Michigan, including the high-growth Grand Rapids area
•Combines two strong community banks, with continued focus on serving customers, communities and shareholders
•Aligns with the strategic objectives and brings strong infrastructure, culture and expanded business lines of Wealth Management, to accelerate organic growth
Mt Pleasant, MI and Grandville, MI, June 12, 2026 – Isabella Bank Corporation (“Isabella”) (NASDAQ: ISBA) and its subsidiary Isabella Bank, and Grand River Commerce, Inc. (“Grand River”) (OTCQX: GNRV) and its subsidiary Grand River Bank, today jointly announced that they have entered into an Agreement and Plan of Merger (“Agreement”) whereby Isabella will acquire Grand River in a cash and stock transaction (the “Merger”) valued at approximately $54.6 million. As a result of the proposed transaction, Grand River will be merged with and into a wholly-owned merger subsidiary of Isabella, immediately followed by the merger of Grand River with and into Isabella, with Isabella continuing as the surviving entity.
“We are excited to join forces with Grand River and enter Kent County and the vibrant Grand Rapids market,” said Jerome E. Schwind, President and CEO of Isabella Bank Corporation. “This partnership aligns with our disciplined, long-term strategic plan and importantly aligns and builds on shared common values and similar cultures. We look forward to bringing our Isabella Wealth Services to this new market and delivering even greater value to our existing and new customers, employees and shareholders.”
Headquartered in Grandville, Michigan with an additional office in northeast Grand Rapids, Michigan, Grand River had approximately $511.7 million in assets, $437.9 million in loans and $438.9 million in deposits as of March 31, 2026. The combined pro forma company is expected to have total assets of $2.8 billion. The combined company will have 33 locations in nine Michigan counties: Bay, Clare, Gratiot, Isabella, Kent, Mecosta, Midland, Montcalm and Saginaw offering personal and commercial lending and deposit products, as well as investment, trust and estate planning services.
“When we formed Grand River Bank, our goal was to create a strong, relationship-driven institution, defined not only by its growth and asset quality, but by the values and trust we’ve earned in the communities we serve,” said Robert P. Bilotti, Chairman, President and CEO of Grand River. “This partnership with Isabella Bank reflects those same principles and delivers a meaningful value to our
ISABELLA BANK CORPORATION PO BOX 100, Mt. Pleasant, MI 48804-0100 www.isabellabank.com
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shareholders, while positioning our customers, employees, and communities to benefit from enhanced capabilities and continued relationship-based banking. We are excited to carry our legacy forward with an organization that shares our culture and long-term vision.”
Under the terms of the Agreement, which has been unanimously approved by the Boards of Directors of both companies, each share of Grand River common stock issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) will have the right to elect to receive, subject to adjustment in accordance with the Agreement (i) the amount of cash equal to the quotient of $18,262,391 divided by the Cash Conversion Number, as defined in the Agreement (the “Per Share Cash Consideration”); or (ii) a number (the “Exchange Ratio”) of shares of Isabella common stock equal to the quotient of (A) 839,003 shares of Isabella common stock divided by (B) the difference of (1) the aggregate number of shares of Grand River Common Stock issued and outstanding immediately prior to the Effective Time (excluding dissenting shares) minus (2) the Cash Conversion Number, as defined in the Agreement (the “Per Share Stock Consideration”). Elections will be subject to proration procedures whereby 65% of the shares of Grand River common stock will be exchanged for the Per Share Stock Consideration and 35% of the shares of Grand River common stock will be exchanged for the Cash Per Share Consideration. Based on the assumption of 9,122,073 number of shares of Grand River common stock issued and outstanding as of the Effective Time, the Per Share Cash Consideration to be paid is estimated to be approximately $5.72 and the Exchange Ratio is estimated to be 0.1415.
The companies expect to complete the proposed transaction in the fourth quarter of 2026, subject to the satisfaction of customary closing conditions, including the receipt of all required regulatory approvals and approval by Grand River’s shareholders.
Piper Sandler & Co. is acting as financial advisor to Isabella and rendered a fairness opinion to its behalf of directors, and Luse Gorman, PC is acting as its legal advisor in the proposed transaction. Brean Capital, LLC is acting as financial advisor to Grand River and rendered a fairness opinion to its board of directors, and Hunton Andrews Kurth LLP is acting as its legal advisor in the proposed transaction. Further information about the proposed transaction can be found in the Current Report on Form 8-K filed by Isabella with the U.S. Securities and Exchange Commission (the “SEC”), which can be accessed at www.SEC.gov. An investor presentation that provides additional details regarding this transaction is available online at ir.isabellabank.com.
About Isabella Bank Corporation
Isabella Bank Corporation is the parent holding company of Isabella Bank, a state-chartered community bank headquartered in Mt Pleasant, Michigan. Isabella Bank was established in 1903 and has been committed to serving its customers’ and communities’ local banking needs for over 120 years. Isabella Bank offers personal and commercial lending and deposit products, as well as investment, trust and estate planning services. Isabella Bank has 31 locations throughout eight mid-Michigan counties: Bay, Clare, Gratiot, Isabella, Mecosta, Midland, Montcalm and Saginaw.
For more information about Isabella Bank Corporation, visit the Investor Relations link at www.isabellabank.com.
ISABELLA BANK CORPORATION PO BOX 100, Mt. Pleasant, MI 48804-0100 www.isabellabank.com
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About Grand River Commerce, Inc.
Grand River Commerce, Inc. is the parent holding company of Grand River Bank, a state-chartered community bank headquartered in Grandville, Michigan. Grand River Bank opened in April of 2009 and provides a full range of personalized commercial and consumer banking services, including lending, deposit, and treasury management solutions. Grand River Bank serves the West Michigan market including Grand Rapids and the surrounding communities in Kent and Ottawa counties, through two full-service branches and dedicated courier service for commercial customers, delivering responsive, relationship-based service.
For more information about Grand River Commerce, Inc., visit the Investor Relations link on the Grand River Bank’s website at www.grandriverbank.com.
Forward-Looking Statements
This press release contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. In general, forward-looking statements usually use words such as “may,” “believe,” “expect,” “anticipate,” “intend,” “should,” “plan,” “estimate,” “predict,” “continue” and “potential” or the negative of these terms or other comparable terminology, including statements related to the expected timing of the closing of the proposed merger with Grand River, the expected returns and other benefits of the proposed merger to shareholders, expected improvement in operating efficiency resulting from the proposed merger, estimated expense reductions resulting from the transactions and the timing of achievement of such reductions, the expected impact on and timing of the recovery of the impact on tangible book value, and the expected effect of the proposed merger on Isabella’s capital ratios. Forward-looking statements represent management’s beliefs, based upon information available at the time the statements are made, with regard to the matters addressed; they are not guarantees of future performance. Forward-looking statements are subject to numerous assumptions, risks and uncertainties that change over time and could cause actual results or financial condition to differ materially from those expressed in or implied by such statements.
Factors that could cause or contribute to such differences include, but are not limited to (1) the risk that the cost savings and any revenue synergies from the merger may not be realized or take longer than anticipated to be realized, (2) disruption from the proposed merger with customers, suppliers, employee or other business partners, (3) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, (4) the risk of successful integration of Grand River’s business into Isabella, (5) the failure to obtain the necessary approval by the shareholders of Grand River, (6) the amount of the costs, fees, expenses and charges related to the proposed merger, (7) the ability of the parties to obtain required governmental approvals of the proposed merger, (8) reputational risk and the reaction of each of the companies’ customers, suppliers, employees or other business partners to the merger, (9) the failure of the closing conditions in the merger agreement to be satisfied, or any unexpected delay in closing of the proposed merger, (10) the risk that the integration of Grand River’s operations into the operations of Isabella will be materially delayed or will be more costly or difficult than expected, (11) the possibility that the proposed merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events, (12) the dilution caused by Isabella’s issuance of additional shares of its common stock in the merger transaction, and (13) general competitive, economic, political and market conditions. Other relevant risk factors may be detailed from time to time in Isabella’s press releases and filings with the Securities and Exchange Commission (the “SEC”). Consequently, no forward-looking statement can be guaranteed. Neither Isabella nor Grand River undertakes any obligation to update or revise any forward-looking statements,
ISABELLA BANK CORPORATION PO BOX 100, Mt. Pleasant, MI 48804-0100 www.isabellabank.com
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whether as a result of new information, future events or otherwise. For any forward-looking statements made in this press release or any related documents, Isabella and Grand River claim protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
Additional Information and Where to Find It
This communication is being made with respect to the proposed merger involving Isabella and Grand River. This material is not a solicitation of any vote or approval of the Grand River shareholders and is not a substitute for the proxy statement/prospectus or any other documents that Isabella and Grand River may send to their respective shareholders in connection with the proposed merger.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval with respect to the proposed transaction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, and no offer to sell or solicitation of an offer to buy shall be made in any jurisdiction in which such offer or solicitation would be unlawful.
In connection with the proposed merger, Isabella will file with the SEC a registration statement on Form S-4 that will include a proxy statement of Grand River and a prospectus of Isabella, as well as other relevant documents concerning the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS, WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION STATEMENT ON FORM S-4, THE PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ISABELLA, GRAND RIVER AND THE PROPOSED MERGER. When final, the proxy statement/prospectus will be sent to the shareholders of Grand River seeking the required shareholder approval. Shareholders are also urged to carefully review and consider Isabella's public filings with the SEC, including, but not limited to, its proxy statements, its Annual Reports on Form 10-K, its Quarterly Reports on Form 10-Q, and its Current Reports on Form 8-K. Investors and security holders will be able to obtain free copies of the registration statement on Form S-4 and the related proxy statement/prospectus, when filed, as well as other documents filed with the SEC by Isabella through the web site maintained by the SEC at www.sec.gov. Documents filed with the SEC by Isabella will also be available free of charge on the Investor Relations page of Isabella’s website at https://ir.isabellabank.com/sec-filings/sec-filings/default.aspx.
Participants in Solicitation
Grand River, Isabella, and certain of their respective directors, executive officers and employees may be deemed to be participants in the solicitation of proxies of Grand River’s shareholders in respect of the proposed transaction under the rules of the SEC. Information regarding Isabella’s directors and executive officers is available in its definitive proxy statement related to its 2026 annual meeting of shareholders, which was filed with the SEC on March 23, 2026 and certain other documents filed by Isabella with the SEC. Other information regarding the participants in the solicitation of proxies in respect of the proposed transaction and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC. Free copies of these documents, when available, may be obtained as described in the preceding paragraph. Investors should read the proxy statement/ prospectus carefully when it becomes available before making any voting or investment decisions.
ISABELLA BANK CORPORATION PO BOX 100, Mt. Pleasant, MI 48804-0100 www.isabellabank.com
Acquisition of Grand River Commerce, Inc. Investor Presentation | June 12, 2026
Legal Disclosure Forward Looking Statements This presentation contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. In general, forward-looking statements usually use words such as “may,” “believe,” “expect,” “anticipate,” “intend,” “should,” “plan,” “estimate,” “predict,” “continue” and “potential” or the negative of these terms or other comparable terminology, including statements related to the expected timing of the closing of the proposed merger with Grand River Commerce, Inc. (“Grand River” or “GNRV”), the expected returns and other benefits of the proposed merger to shareholders, expected improvement in operating efficiency resulting from the proposed merger, estimated expense reductions resulting from the transactions and the timing of achievement of such reductions, the impact on and timing of the recovery of the impact on tangible book value, and the expected effect of the proposed merger on Isabella Bank Corporation’s (“Isabella” or “ISBA”) capital ratios. Forward-looking statements represent management’s beliefs, based upon information available at the time the statements are made, with regard to the matters addressed; they are not guarantees of future performance. Forward-looking statements are subject to numerous assumptions, risks and uncertainties that change over time and could cause actual results or financial condition to differ materially from those expressed in or implied by such statements. Factors that could cause or contribute to such differences include, but are not limited to (1) the risk that the cost savings and any revenue synergies from the merger may not be realized or take longer than anticipated to be realized, (2) disruption from the proposed merger with customers, suppliers, employee or other business partners, (3) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, (4) the risk of successful integration of Grand River’s business into Isabella, (5) the failure to obtain the necessary approval by the shareholders of Grand River, (6) the amount of the costs, fees, expenses and charges related to the proposed merger, (7) the ability of the parties to obtain required governmental approvals of the merger, (8) reputational risk and the reaction of each of the companies’ customers, suppliers, employees or other business partners to the merger, (9) the failure of the closing conditions in the merger agreement to be satisfied, or any unexpected delay in closing of the proposed merger, (10) the risk that the integration of Grand River’s operations into the operations of Isabella will be materially delayed or will be more costly or difficult than expected, (11) the possibility that the merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events, (12) the dilution caused by Isabella’s issuance of additional shares of its common stock in the merger transaction, and (13) general competitive, economic, political and market conditions. Other relevant risk factors may be detailed from time to time in Isabella’s press releases and filings with the Securities and Exchange Commission (the “SEC”). Consequently, no forward-looking statement can be guaranteed. Neither Isabella nor Grand River undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. For any forward-looking statements made in this presentation or any related documents, Isabella and Grand River claim protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Additional Information about the Proposed Merger and Where to Find It This communication is being made with respect to the proposed merger involving Isabella and Grand River. This material is not a solicitation of any vote or approval of the Grand River shareholders and is not a substitute for the proxy statement/prospectus or any other documents that Isabella and Grand River may send to their respective shareholders in connection with the proposed merger. This presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval with respect to the proposed transaction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, and no offer to sell or solicitation of an offer to buy shall be made in any jurisdiction in which such offer or solicitation would be unlawful. In connection with the proposed merger, Isabella will file with the SEC a registration statement on Form S-4 that will include a proxy statement of Grand River and a prospectus of Isabella, as well as other relevant documents concerning the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS, WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION STATEMENT ON FORM S-4, THE PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ISABELLA, GRAND RIVER AND THE PROPOSED MERGER. When final, the proxy statement/prospectus will be sent to the shareholders of Grand River seeking the required shareholder approval. Shareholders are also urged to carefully review and consider Isabella's public filings with the SEC, including, but not limited to, its proxy statements, its Annual Reports on Form 10-K, its Quarterly Reports on Form 10-Q, and its Current Reports on Form 8-K. Investors and security holders will be able to obtain free copies of the registration statement on Form S-4 and the related proxy statement/prospectus, when filed, as well as other documents filed with the SEC by Isabella through the web site maintained by the SEC at www.sec.gov. Documents filed with the SEC by Isabella will also be available free of charge on the Investor Relations page of Isabella’s website at https://ir.isabellabank.com/sec-filings/sec-filings/default.aspx. Participants in the Proposed Transaction Isabella, Grand River, and certain of their respective directors, executive officers and employees may be deemed to be participants in the solicitation of proxies of Grand River’s shareholders in respect of the proposed transaction under the rules of the SEC. Information regarding Isabella's directors and executive officers is available in its definitive proxy statement related to its 2026 annual meeting of shareholders, which was filed with the SEC on March 23, 2026, and certain other documents filed by Isabella with the SEC. Other information regarding the participants in the solicitation of proxies in respect of the proposed transaction and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC. Free copies of these documents, when available, may be obtained as described in the preceding paragraph. Investors should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions.
Expanding Presence in the Vibrant Grand Rapids Market 1) Estimated tangible common equity at closing inclusive of purchase accounting marks and one-time merger expenses Note: Financial data as of March 31, 2026; Estimated financial impact is presented for illustrative purposes only; Branch count includes full-service brick and mortar branches Source: S&P Capital IQ Pro Pro Forma Entity $2.8B Assets $2.0B Loans $2.3B Deposits ~$209MM Tangible Common Equity at Close¹ 86.9% Loan / Deposits 1.75 yr. TBV Dilution Earnback 4.0% TBV Dilution 1.3% ’27E Pro Forma ROAA 10.4% CET1 Ratio at Close Transaction Impact 10.4% ’27 EPS Accr. GNRV (2) ISBA (31) Adding $434MM in net loans and $439MM in deposits to ISBA’s existing presence of $104MM and $210MM 3 Branch Map
Overview of Grand River Commerce, Inc. Branch Footprint ▪ Founded by twenty-three West Michigan business and professional leaders and supported by nearly 750 initial investors, Grand River Bank opened for business on April 30, 2009 ▪ Operates in West Michigan, with 2 full-service branches and a full suite of commercial, treasury management and consumer banking services, emphasizing relationship banking and community engagement ▪ Diversified deposit mix including $88.1MM in noninterest-bearing demand deposits¹ ▪ Strong bank-level capital ratios (RBC 13.6%, CET1 12.4%, Lev. Ratio 9.9%) ▪ Clean balance sheet & asset quality with nonperforming loans representing 0.4% of total loans, nominal delinquencies & zero loans past due more than 90 days and still accruing interest ▪ Return to profitability in 2025 driven by: ▪ Reduction of annual operating expenses by more than $1.5MM without compromising client service ▪ Stronger net interest margin and disciplined interest rate risk management ▪ Ongoing repricing of Grand River’s legacy loan portfolio (weighted avg life of only ~2.9 years) ▪ Discontinued Operations Fully Resolved - The completion of the wind-down of Grand River Mortgage Company (GRMC) eliminating a legacy drag on earnings Company Description 1) Bank-level call report data as of March 31, 2026 2) Excludes TDRs in compliance with their modified terms Note: Financial data as of March 31, 2026; Branch and market share data as of June 30, 2025; Source: S&P Capital IQ Pro, Company Documents Grand River Financial Highlights $512MM Assets 0.18% NPAs / Assets¹² 12.40% CET1 Ratio¹ $434MM Net Loans 5.27% Yield on Loans 9.91% Leverage Ratio¹ $439MM Deposits 0.01% 5-year avg. NCOs / Loans 20.0% NIB / Deposits¹ Grandville Branch $366MM Deposits Grand Rapids Branch $65MM Deposits Pro Forma Deposit Market Share Rank Institution Branch Count Deps. ($MM) MKT Share(%) 1 Fifth Third Bancorp (OH) 42 5,964 18.3 2 Huntington Bancshares Inc. (OH) 36 5,740 17.7 3 Northpointe Bancshares Inc. (MI) 1 4,497 13.8 4 JPMorgan Chase & Co. (NY) 23 2,857 8.8 5 Wintrust Financial Corp. (IL) 26 2,768 8.5 6 Mercantile Bank Corp. (MI) 13 2,485 7.6 7 Independent Bank Corp. (MI) 21 1,847 5.7 8 Northstar Financial Group Inc. (MI) 9 930 2.9 9 ChoiceOne Financial Services (MI) 11 861 2.6 10 Bank of America Corporation (NC) 5 775 2.4 12 Pro Forma Company 5 636 1.9 14 Grand River Commerce Inc. (MI) 2 431 1.3 17 Isabella Bank Corporation (MI) 3 205 0.6 Grand Rapids-Wyoming-Kentwood, MI MSA June 30, 2025 4
Grand Rapids Market Overview Overview Source: S&P Capital IQ Pro; The Right Place ▪ The Grand Rapids market offers an attractive opportunity for ISBA to expand its presence into the rapidly growing West Michigan market ▪ The market is expected to see robust household income and population growth over the next five years, outpacing the state of Michigan ▪ This is a market that ISBA intends to invest in and grow post-closing Largest Employers Strong Fundamental Tailwinds +16 bps $32.5B Deposit Market Size Grand Rapids MSA 1.2MM Population Grand Rapids MSA 2.31% Est. Population Change (’26 – ’31) Grand Rapids MSA $88K Median Household Income Grand Rapids MSA -70 bps 10-Yr Deposit CAGR: Grand Rapids, MSA = 4.99% Michigan = 4.77% 5
Pro Forma Loan & Deposit Mix 1) Loan composition and balances exclude purchase accounting adjustments Note: Totals may not equal 100% due to rounding; Loan and deposit composition per bank-level regulatory data as of March 31, 2026; Yields, costs and balances per consolidated GAAP financials; Jumbo defined as CDs greater than $250k Source: S&P Capital IQ Pro, Company Documents $439MM Loans MRQ Pro Forma¹ $1.6B Loans $2.0B Loans $1.9B Deposits $439MM Deposits $2.3B Deposits Yield on Loans: 5.78% Yield on Loans: 5.27% Yield on Loans: 5.62% Cost of Deposits: 1.55% Cost of Deposits: 2.45% Cost of Deposits: 1.72% Lo an C om po si ti on D ep os it C om po si ti on 6
Transaction Highlights • Strong projected EPS accretion of approximately 10.4% and 11.0% in 2027 and 2028, respectively, with high-teens IRR • Manageable TBV dilution at closing with an estimated earn back of 1.75 years using the crossover method • Conservatively underwritten profitability and cost savings outlook for Grand River • Asset-light branch structure reflects a lean, leased branch infrastructure limiting post-close fixed cost obligations and integration complexity Financially Attractive • Grand River's community banking model emphasizes deep client relationships over transactional banking, consistent with Isabella's community banking philosophy and supportive of client retention post-merger • By expanding its Grand Rapids presence, Isabella is poised to unlock new avenues for growth, including wealth management and treasury services, while Grand River’s clients will gain access to Isabella’s broader suite of product offerings and increased lending limits • Potential to deploy more liquidity over time and reduce non-core funding relationships; additionally, we see opportunities to expand upon Grand River’s existing West Michigan footprint Strategically Compelling • Well-aligned values with similar credit cultures; Grand River has a track record of exceptional credit quality • GNRV President & CEO Drew Ysseldyke to join ISBA as Market President • Completed comprehensive due diligence process; ~50% of the commercial portfolio was reviewed and credit quality was overall very positive • Identified, compelling (35%) cost savings opportunities; branch-light model expected to make integration straightforward Low Risk Transaction 7 Source: Company documents
Transaction Summary Buyer ▪ Isabella Bank Corporation (“Isabella”) ▪ Mount Pleasant, MI ▪ Established 1903 Seller ▪ Grand River Commerce, Inc. (“Grand River”) ▪ Grandville, MI ▪ Established 2009 Consideration² ▪ 65% of Grand River shares to receive stock consideration and 35% to receive cash consideration ▪ Grand River stockholders have the option to elect a fixed $5.72 per share in cash, or a fixed exchange ratio of 0.1415x shares of Isabella common stock for each Grand River common share, subject to adjustment, and in each case subject to pro-ration ▪ In aggregate, ISBA will issue 839,003 shares and pay $18,262,391 in cash to Grand River shareholders ▪ The exchange ratio and cash per share will be determined based on the total Grand River shares outstanding at closing Transaction Value¹ ² ▪ $54.6MM in aggregate ▪ $5.98 per share on a blended basis Valuation Multiples¹ ▪ 123% of Tangible Book Value per Share ▪ Pay-to-Trade ratio of 72% ³ ▪ 9.1x 2027 Estimated Earnings per Share + 35% Cost Savings ▪ 3.4% Premium on core deposits ⁴ Expected Closing ▪ Q4 2026 8 1) Transaction value and valuation multiples are based on Isabella’s closing share price of $43.24 as of June 11, 2026 and Grand River’s March 31, 2026 financial data 2) Based on Grand River’s projected shares outstanding of 9,122,073, and 25,000 options with a $5.30 weighted average strike price cashed out with merger consideration 3) Pay-to-Trade defined as the transaction TBV multiple divided by Isabella’s standalone TBV multiple 4) Core deposits exclude all time deposits Source: Company documents
Financial Impact Key Assumptions ▪ Cost savings of 35.0% of Grand River’s expense base ($4.9MM fully-phased in) ▪ 75% phased-in during 2026, 100% thereafter ▪ $7.7MM in estimated pre-tax deal expenses, fully realized in pro forma tangible book value estimate at closing ▪ Pre-tax loss of $1.7MM in available-for-sale securities is accreted into earnings over 5.6 years Straight Line ▪ Loan credit mark of 1.24% of estimated gross loans at closing, or $5.5MM (assumes no CECL “double-count”) ▪ Loan interest rate mark of 1.39% of estimated gross loans at closing, or $6.2MM (accreted into earnings over 3.0 years Straight Line) ▪ Time deposit mark down of $0.2MM accreted through earnings over 1.0 year Straight Line ▪ Core deposit intangible of 3.00%, amortized over 10 years SYD ▪ $18MM of wholesale borrowings paid down at closing, funded through sale of securities ▪ Grand River sub-debt of $8.25MM with rate of 3-MO SOFR + 538 BPS to be redeemed at closing ▪ Assumes convertible 9.0% sub-debt is converted on September 1, 2026 to common shares at 70% of June 30, 2026 TBVPS ▪ Cash consideration to be funded through cash on-hand at holding company (currently approximately $31MM and, as needed, bank dividend) Projected EPS Accretion ▪ Approximately 10.4% in 2027 and 11.0% in 2028 Projected TBV Impact ▪ TBV dilution of 4.0% at closing ▪ 1.75 year TBVPS dilution earnback (crossover method) Expected Pro Forma Capital Levels ▪ 7.8% , 8.6% tangible common equity / tangible assets at closing and 2027, respectively ▪ 10.4%, 11.5% CET1 Ratio at closing and 12/31/2027, respectively ▪ 8.1%, 9.1% leverage ratio at closing and 12/31/2027, respectively 9 Source: Company documents
▪ Thorough review of key operating areas of the bank over multiple weeks ▪ Carried out by combination of 3rd party loan review team and Isabella team members and leadership ▪ Detailed credit review: ▪ ~50% coverage of commercial portfolio ▪ ~80% coverage of classified / non-performing / special mentions Comprehensive Due Diligence Process Overview Due Diligence Scope Financial & Accounting Commercial Lendingl Credit Quality Operations Information Technology Risk Management Treasury Audit Regulatory Legal Human Resources Compliance 10 Source: Company documents
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FAQ
What did Isabella Bank Corporation (ISBA) announce regarding Grand River Commerce?
Isabella Bank Corporation announced a definitive agreement to acquire Grand River Commerce, Inc. in a cash and stock merger valued at approximately $54.6 million. The combination will expand Isabella’s presence into the Grand Rapids, Michigan market and create a pro forma institution with about $2.8 billion in assets.
How is the Isabella Bank (ISBA) and Grand River merger consideration structured?
Grand River shareholders can elect either cash or Isabella stock, subject to proration so 35% of shares receive cash and 65% receive stock. Based on an assumed share count, the estimated cash consideration is about $5.72 per share and the estimated stock exchange ratio is 0.1415 Isabella shares.
What financial impact does the Grand River acquisition have on Isabella Bank (ISBA)?
Isabella projects approximately 10.4% EPS accretion in 2027 and 11.0% in 2028 from the Grand River acquisition. Tangible book value per share is expected to decline about 4.0% at closing, with an estimated 1.75-year earnback, while the pro forma CET1 ratio at close is projected around 10.4%.
How large are Grand River Commerce and the combined company with Isabella Bank (ISBA)?
Grand River reported about $511.7 million in assets, $437.9 million in loans and $438.9 million in deposits as of March 31, 2026. The combined company is expected to have approximately $2.8 billion in assets and $2.3 billion in deposits, with 33 locations across nine Michigan counties.
When is the Isabella Bank (ISBA) and Grand River merger expected to close?
The companies expect to complete the merger in the fourth quarter of 2026, subject to customary closing conditions. These include receiving all required regulatory approvals and obtaining approval from Grand River’s shareholders, as detailed in the planned Form S-4 registration statement and proxy statement/prospectus.
What strategic benefits does the Grand River deal offer Isabella Bank (ISBA)?
The deal extends Isabella into the Grand Rapids area, a growing West Michigan market with strong demographic and deposit trends. It adds relationship-focused community banking operations, provides opportunities to offer Isabella’s wealth management and treasury services, and increases scale to support future organic growth initiatives.