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) | January 2, 2026 |
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Bank First Corporation
(Exact name of registrant as specified in its charter)
| Wisconsin | 001-38676 | 39-1435359 |
|---|---|---|
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
| 402<br> North 8^th^ Street, Manitowoc,<br> WI | 54220 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) | |
| Registrant’s telephone number, including area code | (920) 652-3100 | |
| --- | --- |
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)) |
| --- | --- |
| ¨ | 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<br> of each exchange on which<br><br> 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 complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
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Effective January 1, 2026, Bank First Corporation, a Wisconsin corporation (“BFC”), completed its previously-announced merger (the “Merger”) with Centre 1 Bancorp, Inc., a Wisconsin corporation (“Centre”), pursuant to that certain Agreement and Plan of Merger by and between BFC and Centre, dated as of July 17, 2025 (the “Merger Agreement”). At the effective time of the Merger, Centre merged with and into BFC, with BFC continuing as the surviving corporation. Immediately following the Merger, Centre’s wholly-owned subsidiary bank, The First National Bank and Trust Company, merged with and into BFC’s wholly-owned subsidiary bank, Bank First, N.A. (“Bank First”), with Bank First continuing as the surviving bank and continuing its corporate existence under the name “Bank First, N.A.” (the “Bank Merger”, and together with the Merger, the “Mergers”).
Pursuant to the Merger Agreement, former Centre shareholders are entitled to receive, for each share of Centre common stock that was outstanding immediately prior to the Merger, 0.9200 of a share of BFC’s common stock and cash in lieu of fractional shares. Each outstanding share of BFC common stock remained outstanding and was unaffected by the Mergers. As a result of the Mergers, BFC will issue approximately 1,382,978 shares of BFC common stock to former Centre shareholders.
The foregoing description of the Mergers and the Merger Agreement does not purport to be complete and is qualified in its entirety by the Merger Agreement, which is incorporated herein by reference to Exhibit 2.1 to BFC's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2025.
| Item 8.01 | Other Events. |
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On January 2, 2026, BFC issued a press release announcing the completion of the Mergers. A copy of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
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| (a) | Financial statements of businesses acquired. |
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BFC intends to file the financial statements of the business acquired under cover of Form 8-K/A no later than 71 calendar days after the date this Current Report on Form 8-K was required to be filed.
| (b) | Pro forma financial information. |
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BFC intends to file pro forma financial information under cover of Form 8-K/A no later than 71 calendar days after the date this Current Report on Form 8-K was required to be filed.
| (d) | Exhibits. |
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| Exhibit<br> Number | Description of Exhibit |
|---|---|
| 2.1 | Agreement and Plan of Merger, dated as of July 17, 2025, by and between Bank First Corporation and Centre 1 Bancorp, Inc. (incorporated by reference to Exhibit 2.1 to Bank First Corporation’s Current Report on Form 8-K filed on July 18, 2025). |
| 99.1 | Press Release of Bank First Corporation dated January 2, 2026. |
| 104 | Cover 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: January 2, 2026 | By: | /s/ Kevin LeMahieu |
| Kevin LeMahieu | ||
| Chief Financial Officer |
Exhibit 99.1
| PO<br> Box 10, Manitowoc, WI 54221-0010 <br> For<br> further information, contact:<br> Deb Weyker, SVP Marketing<br> Phone: (920) 652-3274, dweyker@bankfirst.com |
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NEWSRELEASE
[FOR RELEASE ON JANUARY 2, 2026]
Bank First Corporation AnnouncesCompletion of Centre 1 Bancorp, Inc. Acquisition
MANITOWOC, WI, January 2, 2026 – Bank First Corporation (Nasdaq: BFC) (“Bank First”) today announced it has completed its acquisition of Centre 1 Bancorp, Inc. (“Centre”), parent company of The First National Bank and Trust Company (“First National Bank and Trust”).
The closing marks an important milestone in bringing together two relationship-driven organizations. Effective immediately, Bank First is expanding its services to include trust and wealth management, integrating a skilled team from First National Bank and Trust. Customers now have access to a comprehensive suite of wealth planning, trust administration, and investment management services, provided by a team of professionals with deep expertise and a strong commitment to delivering personalized solutions.
First National Bank and Trust will continue to operate as a division of Bank First until the planned system conversion in May 2026. At that time, all locations will transition to the unified Bank First brand and digital banking platform. Throughout this process, customers will continue to work with familiar local teams, ensuring personalized service and a smooth transition as we move forward together.
The combined organization will operate 38 branch locations across Wisconsin and the Stateline area of Illinois, with approximately $6 billion in assets, strengthening its ability to serve individuals, businesses, and communities throughout the region.
Mike Molepske, Chairman and Chief Executive Officer of Bank First, stated, “This partnership brings together two long-standing, community-focused institutions committed to responsive, relationship-based banking. Together, we strengthen our ability to serve customers across Wisconsin and the Stateline area of Illinois with greater capabilities and expanded services.”
Following the closing, Steve Eldred, Chairman and Chief Executive Officer of Centre, will join the Board of Directors of Bank First and its banking subsidiary, Bank First, N.A.
Piper Sandler & Co. served as financial advisor to Bank First, and Alston & Bird LLP served as legal counsel. Hovde Group, LLC served as financial advisor to Centre, and Barack Ferrazzano Kirschbaum & Nagelberg LLP served as legal counsel.
Contact:
Bank First: Mike Molepske, Chairman & CEO, mmolepske@bankfirst.com, (920) 652-3202
Forward-LookingStatements
Thisnews release contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Ingeneral, forward-looking statements usually use words such as “may,” “believe,” “expect,” “anticipate,” “intend,” “should,” “plan,” “estimate,” “predict,” “continue”and “potential” or the negative of these terms or other comparable terminology, including statements related to the expectedreturns and other benefits of the merger to shareholders, expected improvement in operating efficiency resulting from the merger, estimatedexpense reductions resulting from the transactions and the timing of achievement of such reductions, the impact on and timing of therecovery of the impact on tangible book value, and the effect of the merger on Bank First Corporation’s (“Bank First”)capital ratios. Forward-looking statements represent management’s beliefs, based upon information available at the time the statementsare made, with regard to the matters addressed; they are not guarantees of future performance. Forward-looking statements are subjectto numerous assumptions, risks and uncertainties that change over time and could cause actual results or financial condition to differmaterially from those expressed in or implied by such statements.
Factorsthat could cause or contribute to such differences include, but are not limited to (1) the risk that the cost savings and any revenuesynergies from the merger may not be realized or take longer than anticipated to be realized, (2) disruption from the merger withcustomers, suppliers, employee or other business partners, (3) therisk of successful integration of Centre’s business into Bank First, (4) the amount of the costs, fees, expenses and chargesrelated to the merger, (5) reputational risk and the reaction of customers, suppliers, employees or other business partners to themerger, (6) the risk that the integration of Centre’s operations into the operations of Bank First will be materially delayedor will be more costly or difficult than expected, (7) the dilution caused by Bank First’s issuance of additional shares ofits common stock in the merger transaction, (8) the diversion of management time on issues related to the merger, (9) the abilityof Bank First to effectively manage the larger and more complex operations of the combined company following the merger, and (10) generalcompetitive, economic, political and market conditions. Other relevant risk factors may be detailed from time to time in Bank First’spress releases and filings with the Securities and Exchange Commission. Consequently, no forward-looking statement can be guaranteed.Bank First undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, futureevents or otherwise, except as required by applicable law. For any forward-looking statements made in this news release or any relateddocuments, Bank First claims protection of the safe harbor for forward-looking statements contained in the Private Securities LitigationReform Act of 1995 .