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 17, 2025 |
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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 | |
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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<br> 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 16, 2025, Bank First Corporation director Laura E. Kohler retired from the Board of Directors (the “Board”). New directors Daniel C. McConeghy and Michael S. Stayer-Suprick were 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 2025 Annual Meeting of Shareholders on June 16, 2025 (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 three (3) nominees named in the proxy statement to serve until the 2028 Annual Meeting of Shareholders.
| Nominee | Votes For | Vote Against | Abstentions | Broker Non-Votes | ||||
|---|---|---|---|---|---|---|---|---|
| Daniel C. McConeghy | 5,336,156 | 93,385 | 0 | 1,618,240 | ||||
| Michael B. Molepske | 5,233,162 | 196,379 | 0 | 1,618,240 | ||||
| Michael S. Stayer-Suprick | 5,243,798 | 185,743 | 0 | 1,618,240 |
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, 2025.
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 7,029,604 | 2,888 | 15,288 | 0 |
Proposal 3
The proposal was an advisory vote on the compensation of the Company’s named executive officers.
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 4,918,101 | 459,629 | 51,810 | 1,618,240 |
| 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 17, 2025 |
| 99.2 | Annual Meeting Presentation dated June 16, 2025 |
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 17, 2025 | By: | /s/ Kevin M. LeMahieu |
| Kevin M. LeMahieu | ||
| Chief Financial Officer |
Exhibit 99.1
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 CorporationAnnounces Retirement of Director Laura Kohler
| MANITOWOC,<br> WI, June 17, 2025 – Bank First Corporation (NASDAQ: BFC), the holding company for Bank First, N.A., announces the retirement<br> of Laura Kohler from its Board of Directors, following its Annual Shareholder Meeting held on June 16, 2025. |
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| Ms. Kohler joined the Board of Directors in 2022 and served on the Compensation Committee. Throughout her tenure, she provided valuable guidance on compensation strategy, employee engagement, and retention. Drawing on her expertise in human resources, talent management, and organizational culture, she supported succession planning initiatives and helped shape Bank First’s leadership development efforts. |
| “Laura brought depth of knowledge and fresh perspective to the Board,” said Mike Molepske, Chairman and Chief Executive Officer of Bank First. “Her thoughtful approach to leadership, commitment to people, and passion for creating meaningful workplace experiences made a lasting impact on our organization. We are thankful for her service and wish her all the best in her future endeavors.” |
Ms. Kohler serves as Chief Sustainable Living Officer at Kohler Company, leading efforts to help individuals and organizations adopt more sustainable lifestyles. Over her 30-year career, she has held senior leadership roles in marketing, communications, sustainability, and global human resources. In addition to her professional work, she is actively involved in several nonprofit organizations and chairs three Kohler Trusts: Clean Water, Arts & Education, and Preservation. She is also on the boards of Kohler Company, Duke University’s Trinity Board of Visitors, the John Michael Kohler Arts Center, the Kohler Foundation, the African Wildlife Foundation, and the National Housing Endowment.
For more information about Bank First, visit www.bankfirst.com.
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Bank First Corporation 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 362 full-time equivalent staff and has assets of approximately $4.5 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
Exhibit 1
| ANNUAL SHAREHOLDER MEETING<br>June 16, 2025 |
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| Forward Looking Statements: This presentation may contain certain<br> “forward-looking statements” representing Bank First Corporation’s<br>expectations or beliefs concerning future events. Such forward-looking statements are about matters inherently subject to risks and<br>uncertainties. Because of the risks and uncertainties inherent in<br>forward-looking statements, readers are cautioned not to rely on<br>them, whether included in this presentation or made elsewhere from<br>time to time by Bank First Corporation or on its behalf. Bank First<br>Corporation disclaims any obligation to update such forward-looking<br>statements. In addition, statements regarding historical stock price<br>performance do not indicate or guarantee future price performance.<br>2<br>FORWARD-LOOKING STATEMENTS |
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| MIKE MOLEPSKE<br>Chairman of the Board & Chief Executive Officer<br>3<br>WELCOME |
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| 4<br>BOARD OF<br>DIRECTORS<br>MIKE MOLEPSKE<br>Chairman of the Board<br>and CEO, Bank First<br>TIM MCFARLANE<br>President, Bank First<br>MARY-KAY BOURBULAS<br>Co-owner, Founder, and<br>Manager, Handen Distillery<br>STEVE JOHNSON<br>Retired Market President/<br>CRA Officer, Bank First<br>BOB GREGORSKI<br>Founder and Principal,<br>Gregorski Development, LLC<br>SKIP MCCONEGHY<br>Vice President, Chief Accounting &<br>Tax Officer, Johnson Controls<br>MICHAEL<br>STAYER-SUPRICK<br>CEO, Johnsonville Holdings<br>PETE VAN SISTINE<br>Founder and CEO,<br>pvsfintechgroup<br>ERIN DAVIS<br>CEO,<br>Quality Roasting, Inc.<br>PHIL MAPLES<br>Partner, DeWitt LLP<br>Law Firm |
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| 5<br>MIKE MOLEPSKE<br>Chairman of the Board<br>and CEO, Bank First<br>TIM MCFARLANE<br>President,<br>Bank First<br>KELLY DVORAK<br>Chief Legal Counsel,<br>Bank First<br>KEVIN LEMAHIEU<br>Chief Financial Officer,<br>Bank First<br>JASON KREPLINE<br>Chief Lending Officer,<br>Bank First<br>BANK FIRST<br>CORPORATION<br>OFFICERS<br>SPECIAL<br>GUESTS<br>MARK KANALY<br>Partner,<br>Alston & Bird, LLP<br>SARAH SAUNDERS<br>Partner,<br>Forvis Mazars<br>TODD SPRANG<br>Principal,<br>CliftonLarsonAllen, LLP |
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| 6<br>SENIOR<br>MANAGEMENT<br>MIKE MOLEPSKE<br>Chief Executive Officer<br>TIM MCFARLANE<br>President<br>KELLY DVORAK<br>Chief Legal Counsel<br>KEVIN LEMAHIEU<br>Chief Financial Officer<br>JASON KREPLINE<br>Chief Lending Officer<br>MEGHANN KASPER<br>Chief Credit Officer<br>BRENDAN MARSTON<br>Chief Operations Officer<br>DEBBIE WEYKER<br>SVP Marketing<br>MATT LONGMEYER<br>SVP Technology Director<br>SCOTT TUMA<br>VP Enterprise Risk<br>Management<br>SHAROL SCHROEDER<br>SVP Human Resources<br>JEFF ZIMMERLEE<br>Chief Retail Officer |
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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 three (3) directors of the Company, each for three-year terms and<br>in each case until their successors are elected and qualified.<br>8<br>PROPOSAL 1<br>MIKE<br>MOLEPSKE<br>SKIP<br>MCCONEGHY<br>MICHAEL<br>STAYER-SUPRICK |
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| 9<br>To ratify the appointment of FORVIS MAZARS, LLP as the<br>Company’s independent registered public accounting firm for the<br>fiscal year ending December 31, 2025.<br>PROPOSAL 2<br>To hold an advisory vote on the compensation of the Company’s<br>named executive officers.<br>PROPOSAL 3 |
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| 10<br>LAURA KOHLER<br>RETIRING DIRECTOR<br> • Joined Bank First Corporation in 2022<br> • Served on the Compensation Committee<br> • Brought deep expertise in HR, talent management,<br>and organizational culture<br> • Advised on compensation strategy, employee<br>engagement, and retention<br> • Supported succession planning and leadership<br>development efforts<br> • Contributed valuable insight on corporate culture<br>and workforce strategy |
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| TIM MCFARLANE<br>President<br>11<br>STATE OF<br>THE BANK |
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| 12<br>We are a relationship-based<br>bank focused on providing innovative<br>solutions that are value-driven<br>to the communities we serve.<br>Staying true to our values<br>OUR PROMISE |
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| 13<br>S&P Global Market Intelligence - Top 10 U.S. Community Banks<br> • Ranked #9 nationally among community banks with $3–$10 billion in assets for 2024, based on<br>performance, growth, and balance sheet strength. Ranked #1 for Wisconsin banks!<br>Forbes America’s Best Banks<br> • Named #4 in America’s Best Banks by Forbes, recognizing Bank First’s strong performance across<br>10 key financial metrics in 2024. Ranked #1 for Wisconsin banks!<br>Raymond James Community Bankers Cup<br> • Ranked in the top 10% of U.S. community banks, based on profitability, efficiency, and financial<br>stability among 202 qualifying institutions. Ranked #1 for Wisconsin banks!<br>Bank Director – RankingBanking 2024<br> • Ranked #19 nationally among banks with less than $5 billion in assets for profitability, capital<br>adequacy, and asset quality. Ranked #1 for Wisconsin banks!<br>Small Business Administration - Wisconsin District FY24 Volume Lender Award<br> • Recognized by the U.S. Small Business Administration as a top-volume lender in the $1 billion–<br>$5 billion asset category; funded 36 SBA-backed loans totaling $10.8 million.<br>2024 AWARDS AND RECOGNITIONS |
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| 14<br>STRATEGIC GROWTH ACROSS ALL CHANNELS<br>ORGANIC<br>Sustained growth driven<br>by strong customer<br>relationships and<br>increased market share<br>M&A<br>Strengthening our<br>presence through<br>strategic partnerships<br>and market expansion<br>Waupaca Bancorporation<br>(2017)<br>Partnership Community<br>Bancshares (2019)<br>Tomah Bancshares (2020)<br>Denmark Bancshares<br>(2022)<br>Hometown Bancorp (2023)<br>DE NOVO<br>Expanding our footprint<br>to serve the needs of<br>growing communities<br>Sheboygan (2008)<br>Oshkosh (2011)<br>Appleton (2016)<br>Sturgeon Bay (2025) |
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| 15<br>Modern, accessible, and brand-aligned spaces are designed to provide an<br>exceptional customer and employee experience.<br>FACILITIES THAT SHAPE EXPERIENCE<br>STURGEON BAY<br> • Opening today, June 16<br> • New office expands our<br>presence into Door County<br> • Brings convenient,<br>relationship-based banking to<br>a vibrant new market<br>CLINTONVILLE<br> • Interior remodel completed<br>and unveiled in June<br> • Designed to enhance customer<br>experience and reflect our<br>brand<br> • Celebrated with a ribbon-cutting ceremony last week<br>DENMARK<br> • Complete rebuild underway at<br>existing site, ready by year-end<br> • Temporary on-site facility<br>ensures uninterrupted<br>customer service<br> • Modern design will enhance<br>functionality and brand<br>presence |
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| KEVIN LEMAHIEU<br>Chief Financial Officer<br>16<br>FINANCIAL<br>REPORT |
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| 17<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-15 Dec-16 Dec-17 Dec-18 Dec-19 Dec-20 Dec-21 Dec-22 Dec-23 Dec-24<br>Compounded annual growth rate:<br> 10 year = 12.6%<br> 5 year = 10.9%<br>ANNUAL EARNINGS PER SHARE (PREVIOUS 10 YEARS) |
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| 18<br>NET INTEREST MARGIN, EARNING ASSET YIELD,<br>AND COST OF FUNDS PER QUARTER<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-20 Dec-20 Jun-21 Dec-21 Jun-22 Dec-22 Jun-23 Dec-23 Jun-24 Dec-24<br>Net interest margin Yield on earning assets Cost of funds |
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| 19<br>STRONG CORE DEPOSIT BASE<br>(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>$4,000<br>2019 2020 2021 2022 2023 2024 Mar-25<br>Noninterest Bearing Time Deposits Other Interest Bearing<br>55%<br>55% 59%<br>55%<br>52% 55%<br>27% 28%<br>54% 17%<br>20%<br>26%<br>13%<br>31%<br>10%<br>32%<br>14%<br>31%<br>17%<br>31%<br>18% |
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| 20<br>ASSET GROWTH<br>(DOLLARS IN MILLIONS)<br>$1,238 $1,316<br>$1,753 $1,793<br>$2,210<br>$2,718<br>$2,938<br>$3,660<br>$4,222<br>$4,495 $4,507<br>2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 3/31/2025 |
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| 21<br>DIVIDENDS PER SHARE<br>*Annualized based on the first two quarters of 2025.<br>$0.10<br>$1.10<br>$2.10<br>$3.10<br>$4.10<br>$5.10<br>$6.10<br>2016 2017 2018 2019 2020 2021 2022 2023 2024 2025*<br>One-time $0.29<br>special dividend<br>One-time $3.50<br>special dividend |
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| 22<br>STOCK PERFORMANCE (Total Return)<br>$0<br>$100<br>$200<br>$300<br>$400<br>$500<br>$600<br>5/31/2015<br>5/31/2016<br>5/31/2017<br>5/31/2018<br>5/31/2019<br>5/31/2020<br>5/31/2021<br>5/31/2022<br>5/31/2023<br>5/31/2024<br>5/31/2025<br>Value of $100 invested on June 1, 2015 (10 year)<br>BFC Russell 2000 S&P Regional Banking ETF<br>$560.54<br>$165.76<br>$171.95<br>10 yr. compounded annual growth rate:<br> BFC = 18.8%<br> Russell 2000 = 5.2%<br> S&P Regional Banking ETF = 5.6% |
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| 23<br>QUESTIONS / COMMENTS |
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| 24<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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