Bank7 Corp 8-K, filed Sep 10, 2026
Bank7 Corp. (BSVN)
8-K
2026-09-10
For: 2026-09-03
View Original
Added on
September 10, 2026
About this 8-K
Bank7 Corp filed this 8-K on September 10, 2026, reporting on events of September 3, 2026.
Items reported
- Item 1.01: Entered into a material agreement
- Item 9.01: Financial statements and exhibits
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):
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification Number)
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(Address of principal executive offices and zip code)
(405 ) 810-8600
(Registrant's telephone number, including area code)
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:
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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:
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Title of each class
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Trading Symbol(s)
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Name of each exchange
on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17CFR § 230.405) or 12b-2
of the 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.
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Amendment to Stock Purchase Agreement
As previously disclosed, on July 1, 2026, Bank7 Corp. (the “Company”) and MCA Financial Group, LTD., and specifically Morris C. Aaron and/or Keith Bierman, solely in
its/their capacity as court-appointed receiver (the “Receiver”), acting on behalf of the Receivership Estate appointed pursuant to orders of the United States District Court for the District of Arizona (the “Court”) entered in KS StateBank
Corporation v. Kathleen K. Peters, et al., Case No. CV-25-02576-PHX-ROS (the “Receivership Proceeding”) entered into a Stock Purchase Agreement (the “Purchase Agreement”) whereby the Company agreed to purchase 237,136 shares of common stock of
Century Financial Services Corporation (“Century”), a New Mexico corporation and registered bank holding company, and any additional shares of Century that are subject to the Receivership Proceeding, estimated at approximately 71% of the
outstanding shares of common stock of Century, (collectively, the “Shares”) for a cash purchase price of $68.0 million (the “Purchase Price”). Pursuant to the terms of the Purchase Agreement, the sale of the Shares was subject to the receipt of
higher and better offers pursuant to bidding procedures approved by the Court in connection with a Court-supervised auction to determine the successful bidder. The Company previously disclosed its entry into the Purchase Agreement in its Current
Report on Form 8-K filed with the Securities and Exchange Commission on July 2, 2026.
The Receiver held the Court-supervised auction on September 3, 2026 pursuant to the bidding procedures approved by the Court (the “Auction”). At the conclusion of the
Auction, the Receiver determined that the final bid submitted by the Company was the highest or otherwise best bid and designated the Company as the successful bidder. On September 3, 2026, the Company entered into a First Amendment to Stock
Purchase Agreement (the “Amendment”) with the Receiver, which amends the Purchase Agreement to increase the Purchase Price to $88,960,000. The increased Purchase Price reflects the Company’s successful bid of $91,000,000 at the Auction, which
included the application of a break-up fee credit of $2,040,000. The Amendment does not otherwise modify any of the other material terms of the Purchase Agreement, which remain in full force and effect. The Company previously disclosed the results
of the Auction in its Current Report on Form 8-K filed with the Securities and Exchange Commission on September 3, 2026.
The Company’s obligations to close the purchase of the Shares remains subject to certain conditions to closing, including, but not limited to, the
entry by the Court of a Sale Order and receipt of all required regulatory approvals, including approval from the Board of Governors of the Federal Reserve System.
The foregoing summary of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which
is attached hereto as Exhibit 2.1 and incorporated by reference herein.
| Item 9.01 |
Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit No.
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Description
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First Amendment to Stock Purchase Agreement by and between Bank7 Corp. and MCA
Financial Group, LTD., dated September 3, 2026
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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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.
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BANK7 CORP.
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Dated: September 10, 2026
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By:
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/s/ Kelly J. Harris
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Kelly J. Harris
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Chief Financial Officer
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Exhibit 2.1
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT
This First Amendment to Stock Purchase Agreement (this “Amendment”) is made and entered into as of September 3, 2026, by and between Bank7 Corp., an Oklahoma corporation (“Purchaser”) and MCA Financial Group, LLC, a Delaware limited liability company (f/k/a MCA Financial Group, Ltd, an Arizona corporation), and specifically Morris C. Aaron and/or Keith Bierman, solely in its/their capacity as
court-appointed receiver (the “Receiver”), acting on behalf of the Receivership Estate. Purchaser and the Receiver are referred to herein
collectively as the “Parties” and each individually as a “Party.”
RECITALS
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The Parties entered into that certain Stock Purchase Agreement, dated as of July 1, 2026 (the “Agreement”), pursuant to which, subject to the terms and conditions set forth in the Agreement, the Receivership Order, and subject to the entry of a Sale Order and payment of the Cash Purchase Price, the
Receiver agreed to sell, and Purchaser agreed to purchase, all of the Shares, free and clear of all Encumbrances.
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| B. |
The Agreement provided that the Cash Purchase Price was Sixty-Eight Million Dollars ($68,000,000), payable in cash at Closing in accordance with Section 2.02 of the
Agreement, and that the Sale remained subject to competing offers from Qualified Bidders in accordance with the Bidding Procedures.
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| C. |
Pursuant to the Bidding Procedures Order and the Bidding Procedures, as a result of the receipt of more than one Qualified Bid, on September 3, 2026, the Receiver
conducted a duly noticed auction in accordance with the terms of the Agreement and the Bidding Procedures for the Sale of the Shares (the “Auction”).
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| D. |
As a result of the Auction, Purchaser was the Successful Bidder and Purchaser’s Successful Bid (as such terms are defined in the Bidding Procedures) exceeded
Sixty-Eight Million Dollars ($68,000,000), and the Parties now wish to amend the Agreement to reflect Purchaser’s Successful Bid.
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NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and in the Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties,
intending to be legally bound, agree as follows:
Section 1. Definitions. Capitalized terms used but not otherwise defined in this Amendment have the meanings ascribed to them in the
Agreement.
Section 2. Amendment to Section 2.02 of the Agreement.
Section 2.02 of the Agreement is hereby amended with the additions (indicated in boldface text) and deletions (indicated in strikethrough text) indicated below:
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“Section 2.02. Consideration. The
amount payable for the Shares is Eighty-Eight Million Nine Hundred and Sixty Thousand Dollars ($88,960,000) Sixty-Eight Million Dollars ($68,000,000), in cash, (the “Cash Purchase Price”), which shall, subject to the terms and conditions hereof, be
payable at Closing in accordance with this Section 2.02. For the avoidance of doubt, the Cash Purchase Price reflects Purchaser’s
Successful Bid of Ninety-One Million Dollars ($91,000,000) for the Shares at the Auction, which Successful Bid included the application of a credit in the amount of the Break-Up Fee ($2,040,000) in accordance with the Bidding Procedures.”
Section 3. No Other Amendments; Ratification. Except as expressly amended by this Amendment, all terms, provisions, and conditions of
the Agreement remain unmodified and remain in full force and effect and are hereby ratified and confirmed in all respects. On and after the date hereof, each reference to the Agreement shall mean and be a reference to the Agreement as amended by
this Amendment. In the event of any conflict or inconsistency between this Amendment and the Agreement, the terms of this Amendment shall govern and control with respect to the subject matter hereof.
Section 4. Governing Law. This Amendment shall be construed and interpreted, and the rights of the Parties shall be determined, in
accordance with the Receivership Orders, any orders entered into with the Receivership Proceeding, and the substantive laws of the State of Arizona, in each case without regard to the conflict of laws principles thereof or of any other
jurisdiction.
Section 5. Counterparts; Electronic Delivery. This Amendment may be signed in counterparts and each such counterpart will constitute
an original document and such counterparts, taken together, will constitute one and the same instrument. This Amendment to the extent signed and delivered by e-mail delivery of a “.pdf” format data file, shall be treated in all manner and
respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. No Party hereto or to any such agreement or instrument shall
raise the use of e-mail delivery of a “.pdf” format data file to deliver a signature to this Amendment or any amendment hereto or the fact that any signature or agreement or instrument was transmitted or communicated through the use of e-mail
delivery of a “.pdf” format data file as a defense to the formation of a contract and each Party hereto forever waives any such defense.
Section 6. Court Approval. This Amendment is entered into in connection with the Sale approved, or to be approved, by the Court
pursuant to the Sale Order. The Parties acknowledge that the Agreement, as modified by this Amendment, may be modified or amended in a writing signed by the Parties in accordance with its terms and the Sale Order, provided that any such
modification, amendment, or supplement does not have a material adverse effect on the Receivership Estate, without further notice to or order of the Court.
Section 7. Acknowledgement. The Parties acknowledge and agree that MCA Financial Group, Ltd, an Arizona corporation, converted into
MCA Financial Group, LLC, a Delaware limited liability company, and all for all purposes of the Agreement and this Amendment, any and all references to MCA Financial Group, Ltd. shall refer to MCA Financial Group, LLC.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
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IN WITNESS WHEREOF the Parties have caused this Amendment to be executed and delivered as of the day and year first above written.
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BANK7 CORP.
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By:
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/s/ Thomas L. Travis
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Name: Thomas L. Travis
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Title: Vice Chairman and Chief Executive Officer
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MCA FINANCIAL GROUP LLC (F/K/A MCA FINANCIAL GROUP, LTD.)
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By:
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/s/s Keith Bierman
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Name: Keith Bierman
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Title: Senior Managing Director
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[Signature Page to First Amendment to Stock Purchase Agreement]