VersaBank investors back reorg with 99.69% support

VersaBank shareholders approved a holding company reorganization with 99.69% support, targeting completion by the end of October 2026 subject to regulatory approvals.

Rhea-AI Filing Summary

VersaBank (VBNK) reports that shareholders overwhelmingly approved a special resolution for a corporate reorganization under which Versa Bancorp, a newly formed Delaware corporation, will become the direct holding company of the bank. The vote took place at a special shareholder meeting on September 16, 2026.

Shareholders voted 99.69% in favour of the reorganization resolution, with 21,981,591 common shares cast and 21,915,383 of those voting for the proposal. Completion of the reorganization is targeted by the end of October 2026, subject to regulatory approvals from the Canadian Minister of Finance and the U.S. Federal Reserve Board.

Management states that the new holding company structure is expected to support VersaBank’s growth ambitions in both the United States and Canada, including its Structured Receivable Program in the U.S. and renewed growth initiatives in Canada, while maintaining its branchless, digital, business‑to‑business banking model.

Key Figures

Total common shares voted: 21,981,591 shares Votes for reorganization: 21,915,383 shares Support for reorganization: 99.69% +3 more

6 metrics

Total common shares voted 21,981,591 shares Common shares voted at the special shareholder meeting on September 16, 2026

Votes for reorganization 21,915,383 shares Common shares voted FOR the Reorganization Resolution

Support for reorganization 99.69% Percent of common shares voted FOR the Reorganization Resolution

Approval threshold 66.67% Minimum of not less than 66⅔% of votes cast required to approve the Reorganization Resolution

Target completion date End of October 2026 Targeted timing for completion of the reorganization, subject to regulatory approvals

Meeting date September 16, 2026 Date of the special meeting at which shareholders approved the Reorganization Resolution

Key Terms

Reorganization, special resolution, holding company, Structured Receivable Program, +1 more

5 terms

Reorganization regulatory

"approving the previously announced reorganization pursuant to which Versa Bancorp"

special resolution regulatory

"voted in favour of the special resolution (the "Reorganization Resolution")"

A special resolution is a formal shareholder vote that requires a higher-than-normal majority—typically around three-quarters—to approve major corporate changes, such as altering the company’s governing rules, selling the business, or winding it up. It matters to investors because it signals decisive, potentially value-altering actions that cannot be passed by a simple majority; think of it as needing extra votes to change the rules of a club, so minority interests are harder to override.

holding company financial

"Versa Bancorp, a new Delaware corporation (the "Parent"), will become the direct holding company"

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.

Structured Receivable Program financial

"opportunity for our Structured Receivable Program (SRP) in United States"

A structured receivable program is a financing arrangement where a company turns its future customer payments into immediate cash by selling or pledging those expected receipts into a dedicated pool or vehicle. Think of it like selling future paychecks today to get money now; investors watch these programs because they change a company’s cash flow and risk profile, can affect reported debt and earnings, and rely on the quality and predictability of the underlying payments.

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What reorganization did VersaBank (VBNK) shareholders approve?

Shareholders approved a special resolution for a reorganization under which Versa Bancorp, a newly formed Delaware corporation, will become the direct holding company of VersaBank. The bank states this structure is expected to support its growth strategy in both the U.S. and Canada.

How strong was shareholder support for VersaBank (VBNK)’s reorganization?

Support was very high: 99.69% of common shares voted were cast for the reorganization resolution, with 21,915,383 votes for out of 21,981,591 common shares voted at the special meeting held on September 16, 2026.

When is VersaBank (VBNK)’s reorganization expected to be completed?

The reorganization is targeted for completion by the end of October 2026, subject to receiving required regulatory approvals, including from the Minister of Finance in Canada and the Federal Reserve Board in the United States.

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

The reorganization requires regulatory approvals, including from the Minister of Finance in Canada and the U.S. Federal Reserve Board. VersaBank notes there can be no assurance it will receive these approvals in a timely manner, if at all.

How does VersaBank (VBNK) describe the strategic rationale for the reorganization?

VersaBank’s president states the reorganization is expected to help the bank realize its full potential in the U.S. and Canada, support growth of its Structured Receivable Program in the U.S., and strengthen its foundation for renewed growth in Canada while maintaining its digital, branchless model.

What business model does VersaBank (VBNK) operate under after the reorganization?

VersaBank operates as a branchless, digital, business‑to‑business bank, using proprietary technology and obtaining substantially all deposits and funding electronically through financial intermediary partners. It also owns DRT Cyber Inc., a Minnesota‑based cyber security services provider.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/17/2026 - 05:24 PM Accepted by SEC EDGAR 09/17/2026 - 05:24 PM Learn about SEC filing dates

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 September 2026

Commission File Number: 001-40805

VersaBank
(Translation of registrant's name into English)

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 ☐      Form 40-F ☒

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): ☐

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): ☐

SUBMITTED HEREWITH

Exhibits

Exhibit		Description
99.1		News Release dated September 17, 2026 titled "Versabank Shareholders Approve Proposed Reorganization"

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
	(Registrant)
Date: September 17, 2026	By:	/s/ Lawrence Chamberlain
		Name: Lawrence Chamberlain
		Title: Global Senior Vice President, Investor & Stakeholder Relations

FOR RELEASE: September 17, 2026

VERSABANK SHAREHOLDERS APPROVE PROPOSED REORGANIZATION

LONDON, ON - VersaBank (or the "Bank") (TSX: VBNK; NASDAQ: VBNK) today announced that at its special meeting of the Bank's shareholders (the "Shareholders") held on September 16, 2026 (the "Meeting"), Shareholders overwhelmingly voted in favour of the special resolution (the "Reorganization Resolution") approving the previously announced reorganization pursuant to which Versa Bancorp, a new Delaware corporation (the "Parent"), will become the direct holding company of the Bank (the "Reorganization").

"The results of today's shareholder vote are a very clear endorsement of the Bank's proposed Reorganization that we believe will enable the Bank to realize its full potential in both the United States and Canada," said David Taylor, Founder and President, VersaBank.  "In addition to supporting our continued success on the significant opportunity for our Structured Receivable Program (SRP) in United States, the Reorganization will significantly strengthen our foundation in Canada, where we are excited about the considerable renewed growth potential for our Bank, and where we are targeting growth next year in absolute dollar terms of about the same magnitude as that in the United States.  Our reorganization will ensure that we are able to continue to lead the Canadian banking industry in terms of innovation, in turn, continuing to support the Canadian small business and consumer sectors by providing abundant reliable, economical and efficient financing, and, of thereby continuing to contribute in an outsized manner to the Canadian economy."

The Reorganization Resolution required approval of not less than 66⅔% of the votes cast by the Shareholders present in person or represented by proxy at the Meeting.

Details on the voting results at the Meeting are below:

Total common shares voted at the Meeting	21,981,591
Total common shares voted FOR the Reorganization Resolution	21,915,383
Percent of common shares voted FOR the Reorganization Resolution	99.69%

A report of voting results for the Meeting will be filed under the Bank's profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov/edgar.

The Reorganization is targeted for completion by the end of October 2026, subject to certain 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 such regulatory approvals in a timely manner, if at all.

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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 technology designed to address underserved segments of the banking industry. VersaBank obtains substantially all of its deposits and undertakes the majority of its funding activities electronically through financial intermediary partners. In August 2024, VersaBank launched its unique Structured Receivable Program funding solution for point-of-sale finance companies, which has been deployed in Canada for over 15 years, to the U.S. market. VersaBank also owns Minnesota-based DRT Cyber Inc., which provides 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 designed to enable the next generation of digital assets for the banking and financial community, including the Bank's proprietary Real Bank Tokenized Deposits^TM.

VersaBank's 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 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.

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.

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FOR FURTHER INFORMATION, PLEASE CONTACT:

Lawrence Chamberlain

Global Senior Vice President, Investor and Stakeholder Relations

(416) 540-7486

lawrencec@versabank.com

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Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EXHIBIT 99.1 11.9 KB