UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

December 10, 2021 (December 9, 2021)

Bank7 Corp.

(Exact name of registrant as specified in its charter)

Oklahoma	001-38656	20-0764349
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1039 N.W. 63rd Street, Oklahoma City, Oklahoma 73116

(Address of principal executive offices) (Zip Code)

(405) 810-8600

(Registrant’s telephone number, including area code)

Not Applicable

(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)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	BSVN	The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 1.01

Entry into a Material Definitive Agreement.

On December 9, 2021, Bank7 Corp. (the “Company”), an Oklahoma corporation and holding company for Bank7, an Oklahoma banking corporation (“Bank7”), completed its acquisition of all of the issued and outstanding shares of Watonga Bancshares, Inc., an Oklahoma corporation (“WBI”) the bank holding company for Cornerstone Bank, an Oklahoma banking corporation (“Cornerstone Bank”). The consideration for the acquisition was approximately $29.3 million in cash.

Immediately following the acquisition, WBI was dissolved and Cornerstone Bank was merged with and into Bank7 with Bank7 surviving.

Item 8.01

Other Events.

On December 10, 2021, the Company issued a press release announcing the completion of the acquisition of Cornerstone Bank. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01

Financial Statements and Exhibits.

(a) Financial statements of business to be acquired.

The Company will file the financial statements required by Item 9.01(a) of Form 8-K by an amendment to this Current Report on Form 8-K no later than 71 days from the date this Current Report on Form 8-K is required to be filed.

(b) Pro forma financial information.

The Company will file the pro forma financial information required by Item 9.01(b) of Form 8-K by an amendment to this Current Report on Form 8-K no later than 71 days from the date this Current Report on Form 8-K is required to be filed.

The following exhibits are filed herewith:

	Item		Description

	99.1		Press release dated December 10, 2021
	104		Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

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 hereunto duly authorized.

	BANK7 CORP.

Date: December 10, 2021	By:	/s/ Kelly J. Harris
		Kelly J. Harris
		Executive Vice President and Chief Financial Officer

Exhibit 99.1

FOR IMMEDIATE RELEASE

BANK7 CORP. COMPLETES ACQUISITION OF CORNERSTONE BANK

ACQUISITION ADDS CORE FUNDING TO BANK7’S EXISTING DEPOSIT BASE AND EXPANDS ITS SCALE IN THE OKLAHOMA MARKET

OKLAHOMA CITY, December 10, 2021 –Bank7 Corp. (NASDAQ: BSVN), announced today that it has completed its previously announced share acquisition of Watonga Bancshares, Inc. the bank holding company of Cornerstone Bank (“Cornerstone”). As a result of the acquisition, Bank7 now has three additional branches on the western edge of the Oklahoma City metropolitan area. The acquisition enhances Bank7’s presence in the Oklahoma City market and brings the total number of Bank7 branches to 12, with 4 in the Oklahoma City metropolitan area.

The acquisition of Cornerstone increases Bank7’s total assets by $254 million to $1.4 billion, increases total deposits by $228 million to $1.2 billion, and increases total loans by $118 million to $1 billion, each as of September 30, 2021.

Thomas L. Travis, President & CEO of Bank7 remarked “We are happy to announce the completion of the Cornerstone acquisition and we look forward to working closely with our new team members and also serving our new customers. The Cornerstone customers will continue to work with their longtime bankers and benefit from their great service. We look forward to a successful integration and also achieving our financial goals to the benefit of all shareholders.”

About Bank7 Corp.

We are Bank7 Corp., a bank holding company headquartered in Oklahoma City, Oklahoma. Through our wholly-owned subsidiary, Bank7, we operate twelve locations in Oklahoma, the Dallas/Fort Worth, Texas metropolitan area and Kansas. We are focused on serving business owners and entrepreneurs by delivering fast, consistent and well-designed loan and deposit products to meet their financing needs. We intend to grow organically by selectively opening additional branches in our target markets as well as pursue strategic acquisitions.

Forward-Looking Statements

This press release and oral statements made regarding the subject of this press release contain forward-looking statements. These forward-looking statements are subject to significant uncertainties because they are based upon: the amount and timing of future changes in interest rates, market behavior, and other economic conditions; future laws, regulations, and accounting principles; changes in regulatory standards and examination policies, expectations regarding the expenses related to, and the cost-savings resulting from the integration the seller’s operations with our own, and a variety of other matters. These other matters include, among other things, the impact of COVID-19 on the United States economy and our operations, the direct and indirect effect of economic conditions on interest rates, credit quality, loan demand, liquidity, and monetary and supervisory policies of banking regulators. These forward-looking statements reflect Bank7 Corp.’s current views with respect to, among other things, future events, successful and efficient integration of the seller’s operations with our own, and Bank7 Corp.’s financial performance. Any statements about Bank7 Corp.’s expectations, beliefs, plans, predictions, forecasts, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. These statements are often, but not always, made through the use of words or phrases such as “anticipate,” “believes,” “can,” “could,” “may,” “predicts,” “potential,” “should,” “will,” “estimate,” “plans,” “projects,” “continuing,” “ongoing,” “expects,” “intends” and similar words or phrases. Any or all of the forward-looking statements in (or conveyed orally regarding) this press release may turn out to be inaccurate. The inclusion of or reference to forward-looking information in this press release should not be regarded as a representation by Bank7 Corp. or any other person that the future plans, estimates or expectations contemplated by Bank7 Corp. will be achieved. Bank7 Corp. has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that Bank7 Corp. believes may affect its financial condition, results of operations, business strategy and financial needs. Bank7 Corp.’s actual results could differ materially from those anticipated in such forward-looking statements as a result of risks, uncertainties and assumptions that are difficult to predict, including risks, uncertainties and assumptions related to the integrations of the seller’s operations with our own. If one or more events related to these or other risks or uncertainties materialize, or if Bank7 Corp.’s underlying assumptions prove to be incorrect, actual results may differ materially from what Bank7 Corp. anticipates. You are cautioned not to place undue reliance on forward-looking statements. Further, any forward-looking statement speaks only as of the date on which it is made and Bank7 Corp. undertakes no obligation to update or revise any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events, except as may be required by law. All forward-looking statements herein are qualified by these cautionary statements.

CONTACT:

Thomas Travis

President & CEO

(405) 810-8600

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