VersaBank (NASDAQ: VBNK) schedules vote on U.S. bank reorganization
Rhea-AI Filing Summary
VersaBank plans to hold a special shareholder meeting on September 16, 2026 for shareholders to consider and vote on a proposed corporate reorganization into a standard U.S. bank holding company structure, under which Versa Bancorp, a new Delaware corporation, would become the direct holding company of VersaBank and VersaBank USA National Association.
Shareholders of record at the close of business on August 10, 2026 may vote at the meeting. The bank expects its Form S-4 registration statement for the reorganization to be declared effective by the SEC in the coming weeks. Completion of the reorganization remains subject to shareholder approval and regulatory approvals, including from the Canadian Minister of Finance and the U.S. Federal Reserve Board, and may not occur.
Positive
- Proposed U.S. holding company structure may enhance capital access, potential eligibility for certain U.S. stock indices, and help mitigate risk and corporate costs if the reorganization is approved and completed.
Negative
- Reorganization faces multiple approval hurdles, including shareholder consent and regulatory approvals from the Canadian Minister of Finance and the U.S. Federal Reserve Board, with no assurance approvals will be obtained or completed in a timely manner.
Key Figures
Special meeting date: September 16, 2026
Record date: August 10, 2026
Form S-4 file number: File No. 333-296444
3 metrics
Special meeting date
September 16, 2026
Date of in-person shareholder meeting to vote on the reorganization
Record date
August 10, 2026
Shareholders of record on this date may vote at the meeting
Form S-4 file number
File No. 333-296444
SEC registration statement related to the proposed reorganization
Key Terms
Registration Statement, Prospectus/Management Information Circular, holding company, Federal Reserve Board, +1 more
5 terms
Registration Statement regulatory
"The Bank expects its Form S-4 registration statement in connection with the Reorganization"
A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.
Prospectus/Management Information Circular regulatory
"The Registration Statement contains a Management Information Circular and Prospectus in connection"
holding company financial
"Versa Bancorp, a new Delaware corporation, becoming the direct holding company of VersaBank"
A holding company is an organization that owns enough shares of other businesses to control them but usually does not run their day-to-day operations. Think of it as an umbrella or parent that lets investors gain exposure to several companies through one vehicle; its value depends on the performance, risks, dividends and debts of the companies it holds, so it matters for assessing diversification, control and consolidated financial health.
Federal Reserve Board regulatory
"including approval by the Minister of Finance in Canada and the Federal Reserve Board in"
The Federal Reserve Board is the central group of policymakers that oversees the nation’s central bank and sets rules about interest rates, bank supervision, and the supply of money. Think of it as a steering committee for the economy: its decisions influence borrowing costs, inflation, and lending, so investors watch it closely because changes can affect company profits, stock prices, bond yields, and overall market confidence.
forward-looking statements regulatory
"VersaBank’s public communications often include written or oral forward-looking statements"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
Why is VersaBank (VBNK) pursuing this proposed reorganization into Versa Bancorp?
VersaBank states the reorganization is intended to enhance near- and long-term shareholder value by improving access to capital, enabling eligibility for certain U.S. stock indices, and further mitigating risk and reducing corporate costs, subject to approvals and completion.
What regulatory approvals are required for the VersaBank (VBNK) reorganization?
Completion of the reorganization remains subject to several approvals, including shareholder approval, approval by the Minister of Finance in Canada, and approval by the Federal Reserve Board in the United States, and there is no assurance these will be obtained.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of July, 2026
Commission File Number: 001-40805
VersaBank
(Exact name of registrant as specified in its charter)
140 Fullarton Street, Suite 2002
London, Ontario N6A 5P2
Canada
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F o Form 40-F x
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o
On July 28, 2026, VersaBank issued a press release titled "VersaBank calls special shareholder meeting to approve proposed reorganization", a copy of which is furnished as Exhibit 99.1 to this Report of Foreign Private Issuer on Form 6-K.
The information in this Form 6-K (including Exhibit 99.1) 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.
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, thereunto duly authorized.
| VERSABANK | ||||||||
| Date: July 28, 2026 | By: | /s/ Tammie Ashton | ||||||
| Name: Tammie Ashton | ||||||||
| Title: Global Executive Vice President | ||||||||
EXHIBIT INDEX
Exhibit No. | Description | |||||||
99.1 | Press Release dated July 28, 2026 titled "VersaBank calls special shareholder meeting to approve proposed reorganization". | |||||||
1 For Release: July 28, 2026 Attention: Business Editors VERSABANK CALLS SPECIAL SHAREHOLDER MEETING TO APPROVE PROPOSED REORGANIZATION – Bank Expects SEC to Declare Effective the S-4 Registration Statement for Proposed Reorganization in the Coming Weeks – 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 it will hold a special meeting for its shareholders ("the Meeting") to consider and vote on its proposed plan to realign its corporate structure to a standard U.S. bank framework (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. The Bank expects its Form S-4 registration statement in connection with the Reorganization (File No. 333-296444) (the “Registration Statement”), previously filed with the U.S. Securities and Exchange Commission (the “SEC”), to be declared effective by the SEC in the coming weeks, prior to the Management Information Circular and Prospectus contained therein being mailed to shareholders. “This marks another major milestone in our plan to further enhance near- and long-term value for our shareholders through our proposed Reorganization, improving access to capital to support our growth while providing eligibility for certain U.S. stock indices, as well as further mitigating risk and reducing corporate costs,” said David Taylor, Founder and President, VersaBank. “In anticipation of shareholder approval of the proposed Reorganization, in parallel, we are moving forward on any matters that can expedite the subsequent regulatory approval processes.” Specifically, the Reorganization, among other things, will result in Versa Bancorp, a new Delaware corporation (the “Parent”), 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 contains important information regarding the Meeting and the Reorganization. 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
2 the United States. There can be no assurance that VersaBank will receive shareholder or regulatory approval in a timely manner, if at all. 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 DepositsTM. VersaBank’s Common Shares trade on the Toronto Stock Exchange and NASDAQ under the symbol VBNK. 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 the Solicitation
3 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. 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 expectation that the SEC will declare the Registration Statement effective, the nature and timing of the Meeting, 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 in 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;
4 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. 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: LodeRock Advisors Lawrence Chamberlain (416) 540-7486 lawrence.chamberlain@loderockadvisors.com