VersaBank (VBNK) wins SEC nod for S-4 in U.S. holding company shift

Rhea-AI Filing Summary

VersaBank announced that the U.S. SEC has declared effective its Form S-4 Registration Statement for a proposed corporate reorganization. The plan would create Versa Bancorp, a new Delaware corporation, as the direct holding company of VersaBank and VersaBank USA National Association.

A special shareholder meeting is scheduled in London, Ontario on September 16, 2026 to vote on the reorganization, with shareholders of record on August 10, 2026 entitled to vote. Completion remains subject to shareholder approval and additional regulatory approvals, including from the Canadian Minister of Finance and the U.S. Federal Reserve Board, and may not occur in a timely manner, if at all.

Filing Explained

The reorganization remains proposed: if approvals are obtained, Versa Bancorp would become the publicly traded company and existing VersaBank shareholders would hold their equity interests in that new parent rather than directly in VersaBank.

Key Figures

Form S-4 file number: 333-296444 Shareholder meeting date: September 16, 2026 Meeting time: 10:30 a.m. ET +2 more

5 metrics

Form S-4 file number 333-296444 SEC Registration Statement relating to the proposed reorganization

Shareholder meeting date September 16, 2026 Date of special meeting to vote on the reorganization

Meeting time 10:30 a.m. ET Time of the special shareholder meeting in London, Ontario

Record date for voting August 10, 2026 Shareholders of record on this date may vote at the meeting

Investor Relations phone 800-244-1509 Contact number for obtaining copies of reorganization materials

Key Terms

Form S-4 Registration Statement, Management Information Circular, Prospectus, solicitation of proxies, +1 more

5 terms

Form S-4 Registration Statement regulatory

"announced its Form S-4 registration statement in connection with the Bank’s proposed plan"

Form S-4 is the U.S. Securities and Exchange Commission filing companies use when they offer or exchange securities as part of a merger, acquisition, or similar corporate deal. It collects the deal’s full playbook — reasons, terms, financial statements and risks — so investors can understand how the transaction will change ownership, value and potential dilution; think of it as the detailed instruction manual and ingredient list for a major business combination.

Management Information Circular regulatory

"contains a Management Information Circular and Prospectus in connection with the Reorganization"

A management information circular is a document sent to shareholders ahead of a company meeting that explains who is asking for votes, what decisions will be made, and why management recommends a particular outcome. Like an instruction booklet and argument sheet combined, it lays out details such as board nominees, executive pay, major transactions and any conflicts, helping investors decide how to vote and judge whether leadership choices could affect the company’s future value.

Prospectus regulatory

"The Registration Statement contains a Management Information Circular and Prospectus in connection"

A prospectus is a detailed document that explains a company's plans for offering new shares or investments to the public. It’s important because it provides potential investors with key information about the company’s business, risks, and how they might make money, helping them decide whether to invest. Think of it as a guidebook for understanding what you're buying into.

solicitation of proxies regulatory

"participants in the solicitation of proxies in respect of proposals relating to the Reorganization"

Solicitation of proxies is the process by which a company or a shareholder asks other shareholders to authorize their votes on corporate matters by signing or submitting a proxy form. Think of it like asking friends to sign a permission slip on your behalf so a decision can be made without everyone attending; it matters to investors because proxy campaigns determine control of the board, approval of major deals or policies, and can signal contested management battles that affect share value and strategy.

safe harbor regulatory

"made pursuant to the “safe harbor” provisions of, and are intended to be forward-looking"

Safe harbor is a rule that protects companies or individuals from legal trouble if they follow certain guidelines or procedures. It’s like having a safety net that allows them to act without fear of punishment, as long as they stick to the rules. This helps encourage honest behavior and clear standards in financial and legal activities.

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Available on EDGAR 08/05/2026 - 04:48 PM Accepted by SEC EDGAR 08/05/2026 - 04:02 PM Learn about SEC filing dates

FAQ

What did the SEC approve in relation to VersaBank (VBNK)?

The SEC declared effective VersaBank’s Form S-4 Registration Statement for its proposed reorganization. This filing supports a plan under which Versa Bancorp, a new Delaware corporation, would become the direct holding company of VersaBank and VersaBank USA National Association.

What is the purpose of VersaBank (VBNK)’s proposed reorganization?

The reorganization is intended to realign VersaBank’s structure to a standard U.S. bank framework. Versa Bancorp would become the direct holding company of VersaBank and VersaBank USA National Association and would succeed VersaBank as the publicly traded company holding existing shareholders’ equity interests.

When is the VersaBank (VBNK) shareholder meeting on the reorganization?

The special shareholder meeting is scheduled for September 16, 2026, at 10:30 a.m. ET. It will be held in person at 1979 Otter Place, London, Ontario, and will ask shareholders to consider and vote on approving the proposed reorganization.

Who can vote on VersaBank (VBNK)’s proposed reorganization?

Shareholders of record at the close of business on August 10, 2026 are entitled to vote at the special meeting. Those shareholders will receive notice and proxy materials, including the Prospectus/Management Information Circular, describing the reorganization in detail.

What regulatory approvals are still required for VersaBank (VBNK)’s reorganization?

The reorganization requires additional regulatory approvals beyond the SEC’s S-4 effectiveness. These include approval by the Minister of Finance in Canada and the U.S. Federal Reserve Board, and there is no assurance approvals will be received in a timely manner, if at all.

Where can VersaBank (VBNK) investors find documents on the reorganization?

Investors can obtain the Registration Statement and Prospectus/Management Information Circular from the SEC and SEDAR+. Copies will also be mailed to eligible shareholders and are available without charge from VersaBank’s Investor Relations office upon request.

Filed by Versa Bancorp

pursuant to Rule 425 under the Securities Act of 1933

Subject Company: VersaBank

Commission File No.: 001-40805

 

For Release: August 5, 2026

Attention: Business Editors

VERSABANK FORM S-4 REGISTRATION STATEMENT FOR PROPOSED REORGANIZATION

DECLARED EFFECTIVE BY SEC

LONDON, ON/CNW – VersaBank (or the “Bank”) (TSX: VBNK; NASDAQ: VBNK), a North American leader in business-to-business digital banking, as well as technology solutions for cybersecurity, today announced its Form S-4 registration statement in connection with the Bank’s proposed plan to realign its corporate structure to a standard U.S. bank framework (the “Reorganization”) (File No. 333-296444) (the “Registration Statement”), previously filed with the U.S. Securities and Exchange Commission (the “SEC”), has been declared effective. Specifically, the Reorganization, among other things, will result in Versa Bancorp, a new Delaware corporation (or the “Parent”), becoming the direct holding company of VersaBank and VersaBank USA National Association.

“The SEC’s declaration of the effectiveness of our S-4 Registration Statement marks the final requisite step prior to our previously announced shareholder meeting on September 16 to vote to approve the proposed Reorganization,” said David Taylor, Founder and President, VersaBank.

As previously announced, VersaBank will hold a special meeting for its shareholders ("the Meeting") to consider and vote on the Reorganization. The Meeting will be held in person at 1979 Otter Place, London, Ontario on September 16, 2026, at 10:30 a.m. ET. Shareholders of record of the Bank at the close of business on August 10, 2026 will be entitled to receive notice of and to vote at the Meeting.

In addition to the approval of shareholders, the completion of the Reorganization remains subject to various regulatory approvals, including approval by the Minister of Finance in Canada and the Federal Reserve Board in the United States. There can be no assurance that VersaBank will receive shareholder or regulatory approval in a timely manner, if at all.

ABOUT THE PROPOSED REORGANIZATION

VersaBank’s proposed Reorganization, among other things, will result in Versa Bancorp becoming the direct holding company of VersaBank and VersaBank USA National Association. The purpose of the Meeting is to obtain shareholder approval to effect the Reorganization following which Versa Bancorp will succeed VersaBank as the publicly traded company in which existing shareholders hold their equity interests. The Registration Statement contains a Management Information Circular and Prospectus in connection with the Reorganization. Shareholders are urged to review the final version of the Management Information Circular and Prospectus, which will be mailed to shareholders and which contain important information regarding the Meeting and the Reorganization.

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ADDITIONAL INFORMATION AND WHERE TO FIND IT

In connection with the Reorganization, Parent has filed the Registration Statement. SHAREHOLDERS OF VERSABANK AND OTHER INTERESTED PERSONS ARE ADVISED TO READ THE REGISTRATION STATEMENT, ANY AMENDMENTS THERETO, THE PROSPECTUS/MANAGEMENT INFORMATION CIRCULAR AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC AND THE SECURITIES COMMISSIONS OR SIMILAR SECURITIES REGULATORY AUTHORITIES IN EACH OF THE PROVINCES AND TERRITORIES OF CANADA IN CONNECTION WITH THE REORGANIZATION AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT VERSABANK, VERSA BANCORP AND THE REORGANIZATION. HOWEVER, THIS DOCUMENT WILL NOT CONTAIN ALL THE INFORMATION THAT SHOULD BE CONSIDERED CONCERNING THE REORGANIZATION. IT IS ALSO NOT INTENDED TO FORM THE BASIS OF ANY INVESTMENT DECISION OR ANY OTHER DECISION IN RESPECT OF THE REORGANIZATION. When available, the Registration Statement, the Prospectus/Management Information Circular, and other relevant documents will be mailed to the shareholders of VersaBank as of a record date to be established for voting on the Reorganization. Shareholders and other interested persons will also be able to obtain copies of the Registration Statement, the Prospectus/Management Information Circular, and other documents filed by VersaBank with the SEC and with the securities commissions or similar securities regulatory authorities in each of the provinces or territories of Canada that will be incorporated by reference therein, without charge, once available, at the SEC’s website at www.sec.gov, and as applicable, on SEDAR+ at www.sedarplus.ca. Copies of the filings together with the materials incorporated by reference therein will also be available, without charge, by directing a request to VersaBank, 140 Fullarton Street, Suite 2002, London, Ontario N6A 5P2, Attention: Investor Relations, Telephone: 800-244-1509.

PARTICIPANTS IN SOLICITATION

VersaBank, the Parent and their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of proposals relating to the Reorganization. Information regarding the directors and executive officers of VersaBank, the Parent and other participants in the proxy solicitation and a description of their respective direct and indirect interests, by security holdings or otherwise, are available in the Registration Statement with respect to the Reorganization filed with the SEC. Investors should read the Registration Statement and the Prospectus/Management Information Circular carefully before making any voting or investment decisions. Free copies of these materials from VersaBank may be obtained as indicated above. Neither the Registration Statement nor the Prospectus/Management Information Circular has become final and is subject to change. Final versions of those documents and other proxy materials are expected to be mailed to shareholders in due course, and should be carefully reviewed before making any decision in connection with the Reorganization.

NO OFFER OR SOLICITATION

This press release shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Reorganization. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.

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ABOUT VERSABANK

VersaBank is a North American bank with a difference. Federally chartered in both Canada and the U.S., VersaBank has a branchless, digital, business-to-business model based on its proprietary state-of-the-art technology that enables it to profitably address underserved segments of the banking industry in a significantly risk mitigated manner. Because VersaBank obtains substantially all of its deposits and undertakes the majority of its funding activities electronically through financial intermediary partners, it benefits from significant operating leverage that drives efficiency and return on common equity. In August 2024, VersaBank launched its unique Structured Receivable Program funding solution for point-of-sale finance companies, which has been highly successful in Canada for over 15 years, to the underserved multi-trillion-dollar U.S. market. VersaBank also owns Minnesota-based DRT Cyber Inc., a North American leader in the provision of cyber security services to address the rapidly growing volume of cyber threats challenging financial institutions, multi-national corporations and government entities. Through DRT Cyber Inc., VersaBank owns proprietary intellectual property and technology to enable the next generation of digital assets for the banking and financial community, including the Bank’s revolutionary and proprietary Real Bank Tokenized Deposits^TM.

VersaBank’s Common Shares trade on the Toronto Stock Exchange and NASDAQ under the symbol VBNK.

FORWARD-LOOKING STATEMENTS

VersaBank’s public communications often include written or oral forward-looking statements. Statements of this type are included in this press release and may also be included in other securities filings or in other communications. All such statements are made pursuant to the “safe harbor” provisions of, and are intended to be forward-looking statements under, the United States Private Securities Litigation Reform Act of 1995 and any applicable Canadian securities legislation. The statements in this press release that relate to future events or future performance are forward-looking statements, including statements regarding the nature and timing of the Meeting, our ability to obtain any required regulatory approvals, the impact of the Reorganization on VersaBank and its shareholders and other matters relating to the Reorganization.

By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, many of which are beyond VersaBank’s control. There is a risk that predictions, forecasts, projections and other forward-looking statements will not be achieved. Readers are cautioned not to place undue reliance on these forward-looking statements, as a number of important factors could cause actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such statements. These factors include, but are not limited to: the strength of the Canadian and US economies in general and the local economies within which VersaBank operates; the effects of changes in monetary and fiscal policy, including changes in interest rate policies of the Bank of Canada and the US Federal Reserve; global commodity prices; the effects of competition in the markets in which VersaBank operates; inflation; capital market fluctuations; the timely development and introduction of new products in receptive markets; the impact of changes in laws, including trade laws and tariffs, and regulations applicable to financial services; changes in tax laws; technological changes; unexpected judicial or regulatory proceedings; unexpected changes in consumer spending and savings habits; the impact of wars or conflicts and related effects on global supply chains and markets; the impact of outbreaks of disease or illness affecting local, national or international economies; the possible effects of terrorist activities; natural disasters and disruptions to public infrastructure (including transportation, communications, power or water supply); and VersaBank’s ability to anticipate and manage the risks associated with these factors.

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The foregoing list of important factors is not exhaustive. When relying on forward-looking statements to make decisions, investors and others should carefully consider the foregoing factors as well as other uncertainties and potential events. The forward-looking information contained in this press release is presented to assist VersaBank shareholders and others in understanding VersaBank’s financial position and may not be appropriate for any other purposes. Except as required by applicable securities laws, VersaBank does not undertake to update any forward-looking statement contained in this press release or made from time to time by VersaBank or on its behalf.

FOR FURTHER INFORMATION, PLEASE CONTACT:

Lawrence Chamberlain

Global Senior Vice President, Investor and Stakeholder Relations

(416) 540-7486

lawrencec@versabank.com

Visit our website at: www.versabank.com

Follow VersaBank on Facebook, Instagram, LinkedIn and X

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