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  4. [D/A] Oakworth Capital, Inc. SEC Filing

Oakworth Capital, Inc. (OAKC) sells $5,175,786 in Rule 506(b) private equity

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
D/A

Rhea-AI Filing Summary

Oakworth Capital, Inc., an Alabama-based commercial banking corporation, filed an amended notice of an exempt equity offering under Regulation D Rule 506(b). The offering began with a first sale on June 15, 2026.

The company reports total securities sold of $5,175,786 and total remaining to be sold of $14,824,194. The issuer declined to disclose its revenue range and reports no finders' fees paid in connection with the offering. The notice is signed by the Chief Financial Officer, Jenifer G. Kimbrough.

Positive

  • None.

Negative

  • None.

Filing Explained

The amendment confirms an equity offering, but gives no share count, pricing, or conversion terms; it therefore does not establish an issuance or a measurable ownership effect for existing holders.

Total Amount Sold $5,175,786 Total securities sold in the exempt equity offering
Total Remaining to be Sold $14,824,194 Total securities remaining to be sold in the offering
First Sale Date 2026-06-15 Date of first sale in the exempt offering
Exemption Claimed Rule 506(b) Federal exemption relied upon under Regulation D
Finders' Fees $0 Finders' fees expenses reported for the offering
Issuer Phone Number 205-263-4700 Contact number at principal place of business
Signature Date 2026-08-06 Date the notice was signed by the CFO
Regulation D regulatory
"Certifying that, if the issuer is claiming a Regulation D exemption for the offering"
Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.
Rule 506(b) regulatory
"X | Rule 506(b) | Rule 506(c) | Securities Act Section 4(a)(5)"
Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.
covered securities regulatory
"if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA"
Investment Company Act of 1940 regulatory
"Is the issuer registered as an investment company under the Investment Company Act of 1940?"
A U.S. federal law that sets the rulebook for pooled investment vehicles such as mutual funds, exchange-traded funds and similar money managers, requiring them to register with regulators, disclose holdings and fees, limit conflicts of interest, and follow governance standards. It matters to investors because these protections and transparency rules act like a referee and scoreboard, helping people compare funds, trust that managers follow fair practices, and spot hidden costs or risks.
accredited investors financial
"securities in the offering have been or may be sold to persons who do not qualify as accredited investors"
Accredited investors are individuals or entities considered to have enough financial knowledge and resources to understand and handle more complex and risky investments. They are often allowed to participate in private investment opportunities that are not available to the general public, similar to how experienced players might access exclusive clubs or events. This status helps ensure that investors can manage potential risks and rewards appropriately.
Offering Type private offering

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FAQ

What type of securities is Oakworth Capital, Inc. (OAKC) offering in this Form D/A?
Oakworth Capital, Inc. is offering equity securities in a private placement exempt from registration under Regulation D Rule 506(b), as disclosed in the Form D/A notice.

How much has Oakworth Capital, Inc. (OAKC) sold in its exempt offering?
Oakworth Capital, Inc. reports a total amount sold of $5,175,786 in its exempt equity offering, according to the Form D/A notice filed under Regulation D Rule 506(b).

What is the total amount remaining to be sold in Oakworth Capital, Inc. (OAKC)'s offering?
The company discloses a total remaining to be sold of $14,824,194 in the exempt equity offering, as stated in the Form D/A filing for Oakworth Capital, Inc.

When did Oakworth Capital, Inc. (OAKC) first sell securities in this exempt offering?
The first sale in Oakworth Capital, Inc.’s exempt equity offering occurred on June 15, 2026, as indicated in the Form D/A notice of exempt offering of securities.

Is Oakworth Capital, Inc. (OAKC) paying any finders’ fees in this private offering?
The filing states that finders’ fees are $0 for Oakworth Capital, Inc.’s exempt equity offering, indicating no finders’ fee expenses have been incurred in connection with this placement.

Under which exemption is Oakworth Capital, Inc. (OAKC) conducting this offering?
Oakworth Capital, Inc. is conducting its offering under Rule 506(b) of Regulation D, a federal exemption for private offerings, as selected in the Form D/A filing.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001.

FORM D

Notice of Exempt Offering of Securities
OMB APPROVAL
OMB Number: 3235-0076
Estimated average burden
hours per response: 4.00

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0001588871
X Corporation
Limited Partnership
Limited Liability Company
General Partnership
Business Trust
Other (Specify)

Name of Issuer
Oakworth Capital, Inc.
Jurisdiction of Incorporation/Organization
ALABAMA
Year of Incorporation/Organization
X Over Five Years Ago
Within Last Five Years (Specify Year)
Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Oakworth Capital, Inc.
Street Address 1 Street Address 2
850 SHADES CREEK PARKWAY
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
BIRMINGHAM ALABAMA 35209 205-263-4700

3. Related Persons

Last Name First Name Middle Name
Myers Samford T
Street Address 1 Street Address 2
850 Shades Creek Parkway
City State/Province/Country ZIP/PostalCode
Birmingham ALABAMA 35209
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Mead Matthew G
Street Address 1 Street Address 2
850 Shades Creek Parkway
City State/Province/Country ZIP/PostalCode
Birmingham ALABAMA 35209
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Morton William T
Street Address 1 Street Address 2
850 Shades Creek Parkway
City State/Province/Country ZIP/PostalCode
Birmingham ALABAMA 35209
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Strange, III Luther J
Street Address 1 Street Address 2
850 Shades Creek Parkway
City State/Province/Country ZIP/PostalCode
Birmingham ALABAMA 35209
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Cain, Jr. Lyle T
Street Address 1 Street Address 2
850 Shades Creek Parkway
City State/Province/Country ZIP/PostalCode
Birmingham ALABAMA 35209
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Holt Edward M
Street Address 1 Street Address 2
850 Shades Creek Parkway
City State/Province/Country ZIP/PostalCode
Birmingham ALABAMA 35209
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Elgin-Council Rebekah T
Street Address 1 Street Address 2
850 Shades Creek Parkway
City State/Province/Country ZIP/PostalCode
Birmingham ALABAMA 35209
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Singh Sanjay T
Street Address 1 Street Address 2
850 Shades Creek Parkway
City State/Province/Country ZIP/PostalCode
Birmingham ALABAMA 35209
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Reed Robert A
Street Address 1 Street Address 2
850 Shades Creek Parkway
City State/Province/Country ZIP/PostalCode
Birmingham ALABAMA 35209
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Reed Scott B
Street Address 1 Street Address 2
850 Shades Creek Parkway
City State/Province/Country ZIP/PostalCode
Birmingham ALABAMA 35209
Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Scalici Sam A
Street Address 1 Street Address 2
850 Shades Creek Parkway
City State/Province/Country ZIP/PostalCode
Birmingham ALABAMA 35209
Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Whatley Forest W
Street Address 1 Street Address 2
850 Shades Creek Parkway
City State/Province/Country ZIP/PostalCode
Birmingham ALABAMA 35209
Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Kimbrough Jenifer G
Street Address 1 Street Address 2
850 Shades Creek Parkway
City State/Province/Country ZIP/PostalCode
Birmingham ALABAMA 35209
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Norris, V John B
Street Address 1 Street Address 2
850 Shades Creek Parkway
City State/Province/Country ZIP/PostalCode
Birmingham ALABAMA 35209
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Driscoll David M
Street Address 1 Street Address 2
850 Shades Creek Parkway
City State/Province/Country ZIP/PostalCode
Birmingham ALABAMA 35209
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Carothers III William Russell
Street Address 1 Street Address 2
850 Shades Creek Parkway
City State/Province/Country ZIP/PostalCode
Birmingham ALABAMA 35209
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture
Banking & Financial Services
X Commercial Banking
Insurance
Investing
Investment Banking
Pooled Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
Yes No
Other Banking & Financial Services
Business Services
Energy
Coal Mining
Electric Utilities
Energy Conservation
Environmental Services
Oil & Gas
Other Energy
Health Care
Biotechnology
Health Insurance
Hospitals & Physicians
Pharmaceuticals
Other Health Care
Manufacturing
Real Estate
Commercial
Construction
REITS & Finance
Residential
Other Real Estate
Retailing
Restaurants
Technology
Computers
Telecommunications
Other Technology
Travel
Airlines & Airports
Lodging & Conventions
Tourism & Travel Services
Other Travel
Other

5. Issuer Size

Revenue Range OR Aggregate Net Asset Value Range
No Revenues No Aggregate Net Asset Value
$1 - $1,000,000 $1 - $5,000,000
$1,000,001 - $5,000,000 $5,000,001 - $25,000,000
$5,000,001 - $25,000,000 $25,000,001 - $50,000,000
$25,000,001 - $100,000,000 $50,000,001 - $100,000,000
Over $100,000,000 Over $100,000,000
X Decline to Disclose Decline to Disclose
Not Applicable Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

Rule 504(b)(1) (not (i), (ii) or (iii))
Rule 504 (b)(1)(i)
Rule 504 (b)(1)(ii)
Rule 504 (b)(1)(iii)
X Rule 506(b)
Rule 506(c)
Securities Act Section 4(a)(5)
Investment Company Act Section 3(c)
Section 3(c)(1) Section 3(c)(9)
Section 3(c)(2) Section 3(c)(10)
Section 3(c)(3) Section 3(c)(11)
Section 3(c)(4) Section 3(c)(12)
Section 3(c)(5) Section 3(c)(13)
Section 3(c)(6) Section 3(c)(14)
Section 3(c)(7)

7. Type of Filing

New Notice Date of First Sale 2026-06-15 First Sale Yet to Occur
X Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
Yes X No

9. Type(s) of Securities Offered (select all that apply)

X Equity Pooled Investment Fund Interests
Debt Tenant-in-Common Securities
Option, Warrant or Other Right to Acquire Another Security Mineral Property Securities
Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $50,000 USD

12. Sales Compensation

Recipient
Recipient CRD Number X None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
Street Address 1 Street Address 2
City State/Province/Country ZIP/Postal Code
State(s) of Solicitation (select all that apply)
Check "All States" or check individual States		 All States
Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount $19,999,980 USD
or Indefinite
Total Amount Sold $5,175,786 USD
Total Remaining to be Sold $14,824,194 USD
or Indefinite

Clarification of Response (if Necessary):

14. Investors

 Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
21

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions $0 USD
Estimate
Finders' Fees $0 USD
Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0 USD
Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer Signature Name of Signer Title Date
Oakworth Capital, Inc. Jenifer G Kimbrough Jenifer G Kimbrough Chief Financial Officer 2026-08-06

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

Source: View Original Filing on SEC EDGAR