[8-K/A] STEELE BANCORP INC Amends Material Event Report

Rhea-AI Filing Summary

Steele Bancorp amended a prior current report to supplement the disclosure about completed mergers by providing the required financial records for the acquired bank. The amendment attaches audited consolidated financial statements of Northumberland for the years ended December 31, 2024 and December 31, 2023, unaudited consolidated statements as of June 30, 2025 and for the six‑month periods ended June 30, 2025 and June 30, 2024, plus unaudited pro forma condensed consolidated combined financial information. No other changes to the original report were made; the filing is limited to adding the exhibits that document the acquired business and the pro forma impact of the mergers.

Positive

• Audited consolidated financial statements for Northumberland for 2024 and 2023 are provided, improving transparency
• Unaudited interim statements through June 30, 2025 give recent performance context for the acquired business
• Unaudited pro forma condensed consolidated combined financial information is included to show preliminary combined effects of the mergers

Negative

• None.

Insights

Corporate Finance Analyst

TL;DR: The amendment supplies acquisition financials enabling assessment of deal scale and combined results.

The inclusion of audited historical statements and unaudited pro forma condensed combined financials allows investors to see Northumberland's standalone performance for 2024 and 2023 and the preliminary combined picture through June 30, 2025. These exhibits are the primary inputs needed to evaluate how the mergers affect consolidated assets, liabilities, and capital.

Key dependencies are the detailed line‑item adjustments in the pro forma schedule and any purchase accounting impacts; material effects will appear when those exhibits quantify goodwill, fair‑value marks, and combined equity. Expect near‑term investor focus on the pro forma capitalization and any disclosed adjustments covering the first full post‑close quarter.

Accounting & Audit Specialist

TL;DR: Audited statements improve transparency but require review of notes and auditor opinion.

Having audited consolidated financial statements for the acquired entity for the two most recent fiscal years provides audit assurance on historical balances that underpin purchase accounting. The unaudited interim statements for the six‑month periods offer recent operating context through June 30, 2025.

Investors should examine the auditor's report, significant accounting policies, and any disclosed subsequent events or carve‑outs in the exhibits; these items determine the reliability of pro forma adjustments and the extent of any fair‑value or reserve changes that affect future earnings.

Form 8-K/A date of report 10-10-25 true 0000779227 0000779227 2025-08-01 2025-08-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

August 1, 2025

Date of Report (Date of earliest event reported)

STEELE BANCORP, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania		333-284191		23-2362874
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Ident. No.)

250 East Chestnut Street, Mifflinburg, Pennsylvania 17844

(Address of principal executive offices) (Zip Code)

(570) 966-1041

Registrant’s telephone number, including area code

Mifflinburg Bancorp, Inc.

(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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
None		None		None

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). ☐

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. ☐

Explanatory Note

On August 1, 2025, Mifflinburg Bancorp, Inc. ("Mifflinburg") completed its previously announced merger with Northumberland Bancorp ("Northumberland") pursuant to an Agreement and Plan of Merger, dated as of September 24, 2024, as amended December 4, 2024 (the "Merger Agreement"), by and between Mifflinburg and Northumberland. Under the terms of the Merger Agreement, (i) Northumberland merged with and into Mifflinburg, with Mifflinburg being the surviving entity, and (ii) Northumberland's wholly-owned banking subsidiary, The Northumberland National Bank ("Norry Bank"), merged with and into Mifflinburg's wholly-owned banking subsidiary, Mifflinburg Bank and Trust Company ("Mifflinburg Bank"), with Mifflinburg Bank being the surviving bank (the "Mergers"). In connection with the Mergers, Mifflinburg changed its name to Steele Bancorp, Inc. (“Steele”) and Mifflinburg Bank changed its name to Central Penn Bank & Trust (“Central Penn”).

On August 01, 2025, Steele filed a Current Report on Form 8-K reporting the completion of the Mergers (the “Original Report”). This Amendment No. 1 to the Original Report is being filed with the Securities and Exchange Commission (the “Commission”) solely to amend and supplement Item 9.01 of the Original Report, as described in Item 9.01 below. This Amendment No. 1 makes no other amendments to the Original Report.

Item 9.01          Financial Statements and Exhibits

(a) Financial Statements of Business Acquired 

Pursuant to General Instruction B.3 of Form 8-K, the audited consolidated financial statements of Northumberland as of and for the years ended December 31, 2024 and 2023, including the independent auditor’s report, are filed herewith as Exhibit 99.1 and incorporated by reference into this Item 9.01(a).

The unaudited consolidated financial statements Northumberland as of June 30, 2025 and December 31, 2024 and for the six-month periods ended June 30, 2025 and 2024 are filed herewith as Exhibit 99.2 and incorporated by reference into this Item 9.01(a).

(b) Pro-Forma Financial Information

The unaudited pro forma condensed consolidated combined financial information required by this Item 9.01(b) is filed herewith as Exhibit 99.3 and is incorporated by reference into this Item 9.01(b).

(d) Exhibits

The following Exhibits are filed with this report on Form 8-K:

99.1 Northumberland’s audited consolidated financial statements for the years ended December 31, 2024 and 2023

99.2 Northumberland’s unaudited consolidated financial statements for the six-month periods ended June 30, 2025 and 2024

99.3 Unaudited Pro forma Condensed Consolidated Combined Financial Information

104 Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

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.

	STEELE BANCORP, INC.
Dated: October 10, 2025
	By:	/s/  Thomas C. Graver, Jr.
			Thomas C. Graver, Jr.
			Senior Executive Vice President and Chief Financial Officer

FAQ

What does the 8-K/A from STEELE BANCORP (STLE) disclose about the mergers?

The amendment adds the acquired bank's audited consolidated financial statements for 2024 and 2023, unaudited interim statements as of June 30, 2025, and unaudited pro forma combined financial information.

Which Northumberland financial periods are included in the exhibits?

Audited consolidated financial statements for the years ended December 31, 2024 and December 31, 2023, and unaudited consolidated statements as of June 30, 2025 and for the six‑month periods ended June 30, 2025 and June 30, 2024.

Does the amendment change any other parts of the original current report?

No. The amendment states it only supplements Item 9.01 to add financial statements and pro forma information and makes no other amendments to the original report.

Why is the unaudited pro forma condensed consolidated combined financial information important?

The pro forma information shows preliminary combined results and adjustments from the mergers, helping assess impacts on consolidated assets, liabilities, and shareholders' equity before full integration accounting is completed.

What should investors review in the newly filed exhibits?

Investors should review the auditor's report, accounting policies, notes on purchase accounting, any fair‑value adjustments, and the pro forma adjustments that quantify the mergers' effects on combined financial statements.