8-K
Bank First Corp (BFC)
UNITED STATES
SECURITIES ANDEXCHANGE COMMISSION
Washington, D.C.20549
FORM 8-K
CURRENT REPORT
Pursuant to Section13 OR 15(d) of The Securities Exchange Act of 1934
| Date of Report (Date of earliest event reported) | June 18, 2024 |
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Bank First Corporation
(Exact name of registrant as specified in its charter)
| Wisconsin | 001-38676 | 39-1435359 |
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| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
| 402 North 8th Street, Manitowoc, WI | 54220 | |
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| (Address of principal executive offices) | (Zip Code) | |
| Registrant’s telephone number, including area code | (920) 652-3100 | |
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N/A
(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) |
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| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Ticker symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.01 per share | BFC | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for company with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
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Effective June 17, 2024, Bank First Corporation director David R. Sachse retired from the Board of Directors (the “Board”). New director Erin A. Davis was elected to the Board.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
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Bank First Corporation (the “Company”) held its 2024 Annual Meeting of Shareholders on June 17, 2024 (the “Annual Meeting”). Following is a summary of the proposals that were submitted to the shareholders for approval and a tabulation of the votes with respect to each proposal.
Proposal 1
The proposal was to elect as directors the five (5) nominees named in the proxy statement to serve until the 2027 Annual Meeting of Shareholders.
| Nominee | Votes For | Vote Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Mary-Kay H. Bourbulas | 4,785,056 | 511,273 | 0 | 1,776,456 |
| Erin A. Davis | 5,273,256 | 23,073 | 0 | 1,776,456 |
| Robert D. Gregorski | 4,942,071 | 354,258 | 0 | 1,776,456 |
| Phillip R. Maples | 5,067,121 | 229,209 | 0 | 1,776,456 |
| Peter J. Van Sistine | 5,246,718 | 49,611 | 0 | 1,776,456 |
Proposal 2
The proposal was to ratify the appointment of Forvis Mazars, LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2024.
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 7,008,433 | 9,777 | 54,575 | 0 |
Proposal 3
The proposal was an advisory vote on the compensation of the Company’s named executive officers.
| Votes For | Votes<br><br> Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 4,943,706 | 204,850 | 147,773 | 1,776,456 |
Proposal 4
The proposal was an advisory vote on the frequency of the advisory vote on the Company’s executive compensation.
| Three Years | Two Years | One Year | Abstain | Broker Non-Votes | |||||
|---|---|---|---|---|---|---|---|---|---|
| 2,381,143 | 171,866 | 2,633,221 | 110,100 | 1,776,456 | |||||
| Item 7.01 | Regulation FD Disclosure. | ||||||||
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The Company made a presentation to its shareholders at the Annual Meeting. A copy of the presentation is attached as Exhibit 99.2 to this Report on Form 8-K and is incorporated herein by reference.
Pursuant to General Instruction B.2 of Form 8-K, the information in this Item 7.01 and Exhibit 99.1 is being furnished to the Securities and Exchange Commission and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities under that Section. Furthermore, the information in this Item 7.01 and Exhibit 99.1 shall not be deemed to be incorporated by reference into the filings of the Registrant under the Securities Act of 1933, as amended, or the Exchange Act.
| Item 9.01 | Financial Statements and Exhibits. |
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| (d) | Exhibits |
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| Exhibit<br> Number | Description of Exhibit |
| --- | --- |
| 99.1 | Press Release dated June 18, 2024 |
| 99.2 | Annual Meeting Presentation dated June 17, 2024 |
| 104 | Cover<br>Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BANK FIRST CORPORATION | ||
|---|---|---|
| Date: June<br>18, 2024 | By: | /s/ Kevin M. LeMahieu |
| Kevin M. LeMahieu | ||
| Chief Financial Officer |
Exhibit 99.1
| NEWS release |
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P.O. Box 10, Manitowoc, WI 54221-0010
For further information, contact:
Rachel Oakes, Marketing Communications Manager
Phone: (608) 372-2265 | roakes@bankfirst.com
FOR IMMEDIATE RELEASE
Bank First Corporation Announces Board Changesand Celebrates Retirement of Two Directors
MANITOWOC, WI, June 18, 2024 – Bank First Corporation (NASDAQ: BFC), the holding company for Bank First, N.A., announced changes to its Board of Directors, including the retirement of two esteemed Directors, Michael G. Ansay and David R. Sachse, and the appointment of Mary-Kay H. Bourbulas as Lead Independent Director and Erin A. Davis as Director.
| Michael G. Ansay became a Director of the Corporation and Bank in February 2010, and his retirement<br> from the Board took effect on January 15, 2024. Significant milestones marked his leadership journey within the organization. In 2012,<br> he was appointed Vice-Chairman and quickly advanced to the role of Chairman in January 2013. During his nearly decade-long tenure as<br> Chairman of the Board from January 2013 to June 2022, Mr. Ansay provided exceptional strategic direction, steering the Bank through<br> pivotal periods of growth and change. To help facilitate a smooth transition, the role of Chairman was transitioned to Mike Molepske,<br> Chief Executive Officer of Bank First, in June 2022, in advance of Mr. Ansay’s planned retirement. Over his 14 years of service,<br> Mr. Ansay’s visionary leadership and unwavering commitment to excellence have been instrumental in shaping the organization's<br> success. |
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Bank First remains steadfast in its commitment to the strategic partnership with Ansay & Associates, a second-generation independent insurance agency renowned for delivering integrated insurance, risk management, and benefits solutions tailored to businesses, families, and individuals. This valued relationship allows Bank First to extend a wide array of world-class insurance products to its customers, enhancing their overall financial security and peace of mind.
| David R. Sachse became a Director of the Corporation and the Bank in June 2010. Bringing a wealth<br> of experience in financial planning and analysis, internal audit, compliance, and acquisition structuring, Mr. Sachse has played a<br> crucial role in Bank First’s growth and success over the past 14 years. In addition, Mr. Sachse served as Lead Independent Director,<br> a role he initiated to ensure the best interests of both the directors and the Bank’s senior management team were always at the<br> forefront. Through his insightful approach to business development, Sachse assisted the Bank in identifying and capitalizing on new<br> opportunities, driving substantial growth. Sachse’s leadership and keen business acumen have been instrumental in navigating<br> complex financial landscapes, ensuring the Bank's competitive edge and long-term success. His retirement from the Board of Directors<br> of Bank First and Bank First Corporation was effective June 17, 2024. |
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Mr. Ansay and Mr. Sachse have served on the Board with remarkable distinction, delivering invaluable guidance and steadfast support crucial to the Bank's success. During their tenure, Bank First significantly expanded its footprint across Wisconsin through strategic acquisitions and the establishment of de novo offices in new markets. It also experienced extraordinary asset growth, increasing from $832 million in 2010 to $4.2 billion today. The retirement of Mr. Ansay and Mr. Sachse was celebrated at the Bank's annual meeting on Monday, June 17, 2024.
“We are honored to recognize Mike Ansay and David Sachse, who have retired after many years of dedicated service. I feel grateful to have known and worked with them both personally and professionally,” stated Mike Molepske, Chief Executive Officer and Chairman of the Board. “Their visionary contributions have solidified Bank First’s position as one of the top-performing banks in the country. We are deeply grateful for their years of service and wish them all the best in their future endeavors.”
| Mary-Kay H. Bourbulas was appointed the new Lead Independent Director and transitioned into<br> the role before Mr. Sachse’s retirement. Ms. Bourbulas brings a wealth of experience and leadership to this critical role, ensuring<br> the continued independence and effectiveness of the Board. She became a Director of the Company and the Bank in July 2019. Her experience<br> in evaluating and managing secured assets and troubled loans, coupled with her tenure in the investment services industry, brings valuable<br> expertise to Bank First’s Board. As Lead Independent Director, Ms. Bourbulas will serve as a liaison between the Chairman of<br> the Board and the independent directors. Ms. Bourbulas is also the Chair of the Governance and Nominating Committee. |
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| Erin A. Davis became a Director of the Bank on April 16, 2024, and was elected to the Board<br> of Directors of Bank First Corporation effective June 17, 2024. As the CEO of Quality Roasting, Inc., a Wisconsin-based soybean processing<br> company, Davis brings valuable experience in business management. Her diverse background and critical thinking skills enrich the Board’s<br> capabilities, fostering an environment of innovative thinking and strategic planning. Davis’s perspective will be instrumental<br> in driving the Bank's vision forward and ensuring it remains adaptable and resilient in an ever-evolving industry. |
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“The blend of seasoned leadership and new insights positions Bank First and our Board for a dynamic and successful future," Molepske commented. "Mary-Kay has consistently shown outstanding leadership, strategic vision, and a deep commitment to our values. The Board has full confidence in her ability to lead us through future opportunities and endeavors. We also warmly welcome Erin to the Board. She brings experience and fresh perspectives that will be invaluable as we continue to innovate and grow.”
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Bank First Corporation (NASDAQ: BFC) provides financial services through its subsidiary, Bank First, N.A., which was incorporated in 1894. Bank First offers loan, deposit, and treasury management products at each of its 26 banking locations in Wisconsin. The Bank has grown through both acquisitions and de novo branch expansion. The Bank employs approximately 379 full-time equivalent staff and has assets of approximately $4.2 billion. Insurance services are available through its bond with Ansay & Associates, LLC. Trust, investment advisory, and other financial services are offered in collaboration with several regional partners. Further information about Bank First Corporation is available by clicking on the Shareholder Services tab at www.bankfirst.com.
Exhibit 99.2
| ANNUAL SHAREHOLDER MEETING<br>June 17, 2024 |
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| Forward Looking Statements: This presentation may contain certain “forward<br>looking statements” that represent Bank First Corporation’s expectations or<br>beliefs concerning future events. Such forward looking statements are about<br>matters that are inherently subject to risks and uncertainties. Because of the<br>risks and uncertainties inherent in forward looking statements, readers are<br>cautioned not to place undue reliance on them, whether included in this<br>presentation or made elsewhere from time to time by Bank First Corporation<br>or on its behalf. Bank First Corporation disclaims any obligation to update<br>such forward looking statements. In addition, statements regarding historical<br>stock price performance are not indicative of or guarantees of future price<br>performance.<br>2<br>FORWARD-LOOKING STATEMENTS |
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| 3<br>MIKE MOLEPSKE<br>Chairman and Chief Executive Officer |
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| Board of Directors<br>4<br>WELCOME |
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| Senior Management<br>5<br>WELCOME |
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| Special Guests<br>6<br>WELCOME<br>MARK KANALY<br>Partner at Alston & Bird, LLP<br>SARAH SAUNDERS<br>Partner at Forvis Mazars |
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| • Determination of Quorum<br>• Approval of Minutes<br>• Business to be Conducted<br>7<br>MEETING BUSINESS |
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| To elect five (5) directors of the Company, each for three-year terms<br>and in each case until their successors are elected and qualified.<br>8<br>PROPOSAL 1<br>BOB<br>GREGORSKI<br>ERIN<br>DAVIS<br>PHIL<br>MAPLES<br>MARY-KAY<br>BOURBULAS<br>PETE<br>VAN SISTINE |
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| 9<br>To ratify the appointment of FORVIS MAZARS, LLP as<br>the Company’s independent registered public accounting<br>firm for the fiscal year ending December 31, 2024.<br>PROPOSAL 2<br>To hold an advisory vote on the<br>compensation of the Company’s named<br>executive officers.<br>PROPOSAL 3 |
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| 10<br>To hold an advisory vote on the frequency of<br>the advisory vote on executive compensation.<br>PROPOSAL 4<br>To transact such other business as may<br>properly come before the Annual Meeting or<br>any adjournments or postponements thereof.<br>PROPOSAL 5 |
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| $11.25<br>$81.64<br>6/1/2010 6/1/2024<br>11<br>MIKE ANSAY<br>RETIRING DIRECTOR<br>• Joined Bank First Corporation in 2010<br>• Appointed Vice-Chairman in 2012<br>• Served as Chairman 2013-2022<br>• Chairman and CEO Ansay & Associates<br>• Managing member of Ansay Development<br>Corporation & Ansay International<br>BFC STOCK PRICE<br>626%<br>INCREASE |
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| DAVE SACHSE<br>$11.25<br>$81.64<br>6/1/2010 6/1/2024<br>12<br>RETIRING DIRECTOR<br>• Joined Bank First Corporation in 2010<br>• Appointed Lead Independent<br>Director in 2022<br>• President and Owner of Landmark<br>Consultants, Inc.<br>BFC STOCK PRICE<br>626%<br>INCREASE |
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| 13<br>NEW LEAD INDEPENDENT DIRECTOR<br>MARY-KAY BOURBULAS<br>• Joined Bank First Corporation in 2019<br>• Chair of the Governance and Nominating<br>Committee<br>• Served on the Board of Directors of<br>Partnership Community Bancshares, Inc.<br>from 2013-2019<br>• Co-owner, founder and manager of<br>Handen Distillery |
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| 14<br>NEW DIRECTOR<br>ERIN DAVIS<br>• CEO of Quality Roasting, Inc.<br>• Founder of QR Transport, LLC<br>• Experience in engineering, sales and<br>management in dairy food processing<br>• 2024 Insight on Business “40 Under 40”<br>honoree |
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| 15<br>TIM MCFARLANE<br>President |
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| STATE OF THE BANK<br>BANK FIRST IN THE NEWS<br>BankDirector 2023 RankingBanking:<br>• Ranked #5 among banks with $1 billion - $5<br>billion in assets and #6 among the 300 largest<br>publicly-traded banks in the U.S.<br>S&P Global Market Intelligence<br>• Ranked #3 of 200 banks with $3 billion - $10<br>billion in assets.<br>Forbes' 15th Annual America's Best Banks<br>• Ranked 4th best-performing bank in the U.S.<br>Insight Magazine’s Fastest Growing Companies in the New North Region<br>• Recognized as #20 of the top 25 fastest growing companies in the New North region for 2023.<br>Raymond James Community Bankers Cup<br>• Awarded the Raymond James Community Bankers Cup for the fourth consecutive year. |
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| 17<br>Scaling for Growth<br>• Reorganized frontline, retail banking, and business<br>banking functions<br>• Introduced new operations leadership<br>• Focus on talent development<br>Service Delivery<br>• Emphasizing the G.U.E.S.T. experience throughout the<br>organization<br>• Enabling personalized, solution-driven experiences<br>• Implementing a first-contact resolution model<br>Meaningful investments in technology<br>• Building an enhanced account opening platform<br>• Upgrading to an advanced online banking platform<br>STATE OF THE BANK<br>ELEVATING THE CUSTOMER EXPERIENCE<br>Kim Schmitz, VP – Branch Operations,<br>coaches Jason Pratt, a Teller in our<br>Manitowoc location.<br>G<br>U<br>E<br>S<br>T |
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| 18<br>STATE OF THE BANK<br>INVESTING IN OUR FACILITIES<br>REEDSVILLE REMODEL<br>Completed in October 2023 |
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| 19<br>STATE OF THE BANK<br>INVESTING IN OUR FACILITIES<br>SHAWANO REMODEL<br>Completed in December 2023<br>Jim Meyer, Market President,<br>represents Bank First at the official<br>ribbon cutting ceremony. |
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| 20<br>STATE OF THE BANK<br>INVESTING IN OUR FACILITIES<br>NEW HOWARD OFFICE<br>Completed in January 2024 |
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| 21<br>STATE OF THE BANK<br>INVESTING IN OUR FACILITIES<br>NEW FOND DU LAC OFFICE<br>Coming Late 2024! |
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| 22<br>STATE OF THE BANK<br>INVESTING IN OUR FACILITIES<br>NEW STURGEON BAY OFFICE<br>Coming Early 2025 |
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| 23<br>STATE OF THE BANK<br>INVESTING IN OUR FACILITIES<br>NEW DENMARK OFFICE<br>Coming Early 2025 |
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| 24<br>KEVIN LEMAHIEU<br>Chief Financial Officer |
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| Annual Earnings per Share (previous 10 years)<br>25<br>FINANCIAL REPORT<br>$0.00<br>$1.00<br>$2.00<br>$3.00<br>$4.00<br>$5.00<br>$6.00<br>$7.00<br>$8.00<br>Dec-14 Dec-15 Dec-16 Dec-17 Dec-18 Dec-19 Dec-20 Dec-21 Dec-22 Dec-23<br>Compounded annual growth rate:<br> 10 year = 15.1%<br> 6 year = 20.0% |
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| Quarterly Earnings per Share (previous 5 years)<br>26<br>FINANCIAL REPORT<br>$0.80<br>$1.30<br>$1.80<br>$2.30<br>$2.80<br>$3.30<br>$3.80<br>Jun-19 Dec-19 Jun-20 Dec-20 Jun-21 Dec-21 Jun-22 Dec-22 Jun-23 Dec-23 |
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| 27<br>FINANCIAL REPORT<br>Gain on Sales of Loans to the<br>Secondary Market per Quarter<br>$0<br>$500,000<br>$1,000,000<br>$1,500,000<br>$2,000,000<br>$2,500,000<br>$3,000,000<br>$3,500,000<br>$4,000,000<br>$4,500,000<br>Jun-19 Dec-19 Jun-20 Dec-20 Jun-21 Dec-21 Jun-22 Dec-22 Jun-23 Dec-23<br>Income from Paycheck Protection<br>Program Loans per Quarter<br>$0<br>$500,000<br>$1,000,000<br>$1,500,000<br>$2,000,000<br>$2,500,000<br>$3,000,000<br>$3,500,000<br>$4,000,000<br>$4,500,000<br>Jun-19 Dec-19 Jun-20 Dec-20 Jun-21 Dec-21 Jun-22 Dec-22 Jun-23 Dec-23 |
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| 28<br>FINANCIAL REPORT<br>Quarterly Earnings Per Share (previous 5 years)<br>($1.00)<br>($0.50)<br>$0.00<br>$0.50<br>$1.00<br>$1.50<br>$2.00<br>$2.50<br>$3.00<br>$3.50<br>$4.00<br>$4.50<br>Jun-19 Sep-19 Dec-19 Mar-20 Jun-20 Sep-20 Dec-20 Mar-21 Jun-21 Sep-21 Dec-21 Mar-22 Jun-22 Sep-22 Dec-22 Mar-23 Jun-23 Sep-23 Dec-23 Mar-24<br>Adjusted EPS Impact of Purchase Accounting Impact of Acquisition Costs<br>Gain on sale of UFS Other one-time events Total EPS |
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| Quarterly Adjusted Earnings per Share (previous 5 years)<br>29<br>FINANCIAL REPORT<br>$0.60<br>$0.80<br>$1.00<br>$1.20<br>$1.40<br>$1.60<br>$1.80<br>Jun-19 Dec-19 Jun-20 Dec-20 Jun-21 Dec-21 Jun-22 Dec-22 Jun-23 Dec-23 |
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| Net Interest Margin, Earning Asset Yield,<br>and Cost of Funds per Quarter<br>30<br>FINANCIAL REPORT<br>0.00%<br>0.50%<br>1.00%<br>1.50%<br>2.00%<br>2.50%<br>3.00%<br>3.50%<br>4.00%<br>4.50%<br>5.00%<br>5.50%<br>6.00%<br>Jun-19 Dec-19 Jun-20 Dec-20 Jun-21 Dec-21 Jun-22 Dec-22 Jun-23 Dec-23<br>Net interest margin Yield on earning assets Cost of funds |
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| 31<br>FINANCIAL REPORT<br>Strong Core Deposit Base (dollars in millions)<br>$0<br>$500<br>$1,000<br>$1,500<br>$2,000<br>$2,500<br>$3,000<br>$3,500<br>2018 2019 2020 2021 2022 2023 Mar-24<br>Noninterest Bearing Time Deposits Other Interest Bearing<br>46%<br>55%<br>59%<br>55%<br>52% 54%<br>29%<br>26%<br>21%<br>15%<br>10%<br>25%<br>29%<br>54%<br>20%<br>26%<br>13%<br>31%<br>10%<br>32%<br>14%<br>31%<br>17%<br>31%<br>17% |
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| 32<br>FINANCIAL REPORT<br>$1,124 $1,238 $1,316<br>$1,753 $1,793<br>$2,210<br>$2,718<br>$2,938<br>$3,660<br>$4,222 $4,100<br>2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 3/31/2024<br>Asset Growth (in millions) |
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| 33<br>FINANCIAL REPORT<br>Dividends Per Share<br>*Annualized based on the first two quarters of 2023.<br>$0.10<br>$0.30<br>$0.50<br>$0.70<br>$0.90<br>$1.10<br>$1.30<br>$1.50<br>2015 2016 2017 2018 2019 2020 2021 2022 2023 2024*<br>One-time $0.29<br>special dividend |
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| 34<br>STOCK PERFORMANCE (Total Return)<br>$0<br>$50<br>$100<br>$150<br>$200<br>$250<br>$300<br>$350<br>$400<br>$450<br>$500<br>Value of $100 invested on June 1, 2014 (10 year)<br>BFC Russell 2000 S&P Regional Banking ETF<br>$462.72<br>$182.47<br>$155.33<br>10 yr. compounded annual growth rate:<br> BFC = 16.6%<br> Russell 2000 = 6.2%<br> S&P Regional Banking ETF = 4.5% |
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| 35<br>QUESTIONS / COMMENTS |
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| Who to contact:<br>36<br>SHAREHOLDER SERVICES TEAM<br>Please reach out to<br>Bank First Shareholder Services at<br>shareholderservices@bankfirst.com<br>or 920-652-3360.<br>Our dedicated team will be able to assist with any<br>questions or concerns you may have.<br>Business cards are available at the entrance. |
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| Thank You! |
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