Stock Yards Bancorp 13D/A: 18,000-Share Sale Lowers Stake Under 5%

Rhea-AI Filing Summary

Amendment No. 1 to a Schedule 13D for Stock Yards Bancorp, Inc. (SYBT) updates ownership after open-market sales. On September 18, 2025, reporting person Darrell R. Wells sold 18,000 shares, reducing beneficial ownership held by the reporting parties to below 5%. As of that date Darrell R. Wells beneficially owns 1,253,975 shares (4.25%), Margaret Cowley Wells beneficially owns 176,598 shares (0.60%), and the Darrell R. Wells Trust owns 31,905 shares (0.11%). Collectively the parties may be deemed to beneficially own 1,462,478 shares (approximately 4.96%). The filing states the Reporting Persons' rights under the previously disclosed Investor Agreement and Registration Rights Agreement have terminated as a result of the ownership reduction.

Positive

• Ownership fell below 5%, which the filing states resulted in termination of the Reporting Persons' rights under the previously disclosed Investor Agreement and Registration Rights Agreement

Negative

• Open-market sale of 18,000 shares by Darrell R. Wells reduced reported beneficial ownership and terminated certain contractual registration and investor rights

Insights

Financial Analyst

TL;DR: Reporting persons' stake fell below 5% after a 18,000-share open-market sale; group ownership now ~4.96% and certain contractual rights terminated.

The filing documents a modest decrease in aggregate ownership resulting solely from open-market sales by Darrell R. Wells. The shares held individually and in trusts are stated precisely, and the percentage calculations reference 29,473,332 outstanding shares as of July 31, 2025. From a capital-structure perspective, the change reduces concentrated insider ownership below the 5% threshold that previously triggered investor agreement protections, which may affect future registration rights and any coordination among the reporting parties. The transaction appears routine and disclosed in accordance with Schedule 13D requirements.

Corporate Governance Expert

TL;DR: Governance-related rights tied to >5% ownership have terminated because the reporting persons fell below that threshold.

The amendment confirms that termination of the Investor Agreement and Registration Rights Agreement follows the ownership drop below 5%. That is a clear change in contractual rights: the reporting persons no longer have the specific rights set out in those agreements as disclosed in the original Schedule 13D. The filing carefully preserves that it does not admit group membership, while still reporting collective beneficial ownership. This is a material governance event for the parties involved because it changes enforceable rights stemming from ownership thresholds, although it does not describe any further changes to board representation or control.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Stock Yards Bancorp, Inc.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

861025104

(CUSIP Number)

Darrell R. Wells
Margaret Wells, Darrell R. Wells Trust, 4350 Brownsboro Rd. STE 310
Louisville, KY, 40207
(502) 259-2816

Aaron A. Seamon, Esq.
Squire Patton Boggs (US) LLP, 41 South High Street, Suite 2000
Columbus, OH, 43215
(614) 365-2700

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/18/2025

(Date of Event Which Requires Filing of This Statement)

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

CUSIP No. 861025104

1

Name of reporting person

Darrell R. Wells

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,253,975.00
8	Shared Voting Power 176,598.00
9	Sole Dispositive Power 1,253,975.00
10	Shared Dispositive Power 176,598.00

11

Aggregate amount beneficially owned by each reporting person

1,430,573.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.85 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Includes 176,598 shares of common stock, no par value ("Common Stock"), of Stock Yards Bancorp, Inc., a Kentucky corporation (the "Issuer"), held by Margaret Cowley Wells (through the Margaret Cowley Wells revocable trust) as of September 18, 2025. (2) The percentage ownership is based upon 29,473,332 shares of Common Stock, issued and outstanding as of July 31, 2025, as reflected in the Issuer's Quarterly Report on Form 10-Q, filed with the United States Securities and Exchange Commission (the "SEC") on August 5, 2025.

SCHEDULE 13D

CUSIP No. 861025104

1

Name of reporting person

Margaret Cowley Wells

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 176,598.00
8	Shared Voting Power 1,253,975.00
9	Sole Dispositive Power 176,598.00
10	Shared Dispositive Power 1,253,975.00

11

Aggregate amount beneficially owned by each reporting person

1,430,573.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.85 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Includes 1,253,975 shares of the Issuer's Common Stock held by Darrell R. Wells (through the Darrell R. Wells revocable trust) as of September 18, 2025. (2) The percentage ownership is based upon 29,473,332 shares of Common Stock, issued and outstanding as of July 31, 2025, as reflected in the Issuer's Quarterly Report on Form 10-Q, filed with SEC on August 5, 2025.

SCHEDULE 13D

CUSIP No. 861025104

1

Name of reporting person

Darrell R. Wells Trust

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

KENTUCKY

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 31,905.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 31,905.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

31,905.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.11 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

(1) Darrell R. Wells, Trustee of the Darrell R. Wells Trust, has voting and dispositive power over the shares held by the Darrell R. Wells Trust. (2) The percentage ownership is based upon 29,473,332 shares of Common Stock, issued and outstanding as of July 31, 2025, as reflected in the Issuer's Quarterly Report on Form 10-Q, filed with the SEC on August 5, 2025.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, no par value
(b)	Name of Issuer: Stock Yards Bancorp, Inc.
(c)	Address of Issuer's Principal Executive Offices: 1040 East Main Street, Louisville, KENTUCKY , 40206.
Item 1 Comment: This Amendment No. 1 to Schedule 13D ("Amendment No. 1") is being filed to amend and supplement the statement on Schedule 13D relating to common stock, no par value per share ("Common Stock"), of Stock Yards Bancorp, Inc., a Kentucky corporation (the "Issuer"), as filed with the Securities and Exchange Commission (the "SEC") on March 1, 2023 (the "Initial Schedule 13D"). Capitalized terms used and not otherwise defined herein shall have such meanings as ascribed to them in the Initial Schedule 13D. The Reporting Persons are filing this Amendment No. 1 to report recent open-market sales of Common Stock that have reduced below five percent all Common Stock that the Reporting Persons may be deemed to beneficially own.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended to add the following: The transactions giving rise to the filing of this Amendment No. 1 are certain sales of the Issuer's shares of Common Stock made by Darrell R. Wells on September 18, 2025 in open market transactions at prevailing market prices (the "Open Market Sales"). As a result of the Open Market Sales, the Common Stock that the Reporting Persons may be deemed to beneficially own has been reduced below five percent. As a result of the ownership reduction, the Reporting Persons rights under the Investor Agreement and Registration Rights Agreement (as disclosed in the Initial Schedule 13D) have terminated.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 is hereby amended and restated as follows: As of September 18, 2025, Darrell R. Wells beneficially owns (through the Darrell R. Wells revocable trust) an aggregate of 1,253,975 shares of Common Stock, Margaret Cowley Wells (through the Margaret Cowley Wells revocable trust) beneficially owns an aggregate of 176,598 shares of Common Stock and the Darrell R. Wells Trust beneficially owns an aggregate of 31,905 shares of Common Stock, which represent 4.25%, 0.60% and 0.11%, respectively, of the Issuer's outstanding shares of Common Stock as of July 31, 2025, as reflected in the Issuer's Quarterly Report on Form 10-Q, filed with the SEC on August 5, 2025. By virtue of the Investor Agreement, the Reporting Persons may be deemed to have formed a "group" for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act"). Collectively, the "group" may be deemed to beneficially own an aggregate of 1,462,478 shares of Common Stock, which represents approximately 4.96% of the Issuer's outstanding shares of Common Stock. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that the Reporting Persons are members of any such group. As disclosed in Item 4 above, as a result of the Reporting Persons' ownership, the Reporting Persons rights under the Investor Agreement and Registration Rights Agreement (as disclosed in the Initial Schedule 13D) have terminated. As of September 18, 2025, Darrell R. Wells has the sole power to vote or to direct the vote and the sole power to dispose or to direct the disposition of 1,253,975 shares of Common Stock. As of September 18, 2025, Margaret Cowley Wells has the sole power to vote or to direct the vote and the sole power to dispose or to direct the disposition of 176,598 shares of Common Stock. As of September 18, 2025, Darrell R. Wells, as trustee of the Darrell R. Wells Trust has the sole power to vote or to direct the vote and the sole power to dispose or to direct the disposition of 31,905 shares of Common Stock held by the Darrell R. Wells Trust.
(b)	On September 18, 2025, Darrell R. Wells sold 18,000 shares of Common Stock in the open market at prevailing market prices. Due to the Open Market Sales, the Common Stock that the Reporting Persons may be deemed to beneficially own fell below five percent.
(c)	See Schedule I, attached hereto, for a description of the transactions in the Issuer's shares of Common Stock during the past sixty (60) days. All such transactions were effected in the open market, and the table excludes commissions paid in per share prices.
(d)	Except as stated herein, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of the Common Stock beneficially owned by the Reporting Persons.
(e)	Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Darrell R. Wells

Signature:	/s/ Darrell R. Wells
Name/Title:	Darrell R. Wells
Date:	09/22/2025

Margaret Cowley Wells

Signature:	/s/ Margaret Cowley Wells
Name/Title:	Margaret Cowley Wells
Date:	09/22/2025

Darrell R. Wells Trust

Signature:	By: /s/ Darrell R. Wells
Name/Title:	Darrell R. Wells, Trustee
Date:	09/22/2025

FAQ

How many shares does Darrell R. Wells beneficially own in SYBT after the sale?

1,253,975 shares, representing 4.25% of outstanding common stock as of July 31, 2025

What triggered this Schedule 13D/A filing for Stock Yards Bancorp (SYBT)?

Open-market sales by Darrell R. Wells on September 18, 2025 that reduced the reporting persons' beneficial ownership below 5%

Did the reporting persons’ contractual rights change after the filing?

Yes. The Investor Agreement and Registration Rights Agreement disclosed in the initial Schedule 13D terminated as a result of the ownership reduction

What is the group's aggregate beneficial ownership reported?

1,462,478 shares, approximately 4.96% of the Issuer's outstanding common stock (based on 29,473,332 shares outstanding)

How many shares did Darrell R. Wells sell in the open market?

18,000 shares sold on September 18, 2025 at prevailing market prices