8-K
STEELE BANCORP INC (STLE)
--12-31
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
August 1, 2025
Date of Report (Date of earliest event reported)
STEELE BANCORP, INC.
(Exact name of registrant as specified in its charter)
| Pennsylvania | 333-284191 | 23-2362874 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>Ident. No.) |
| 250 East Chestnut Street, Mifflinburg, Pennsylvania 17844 | ||
| (Address of principal executive offices) (Zip Code) | ||
| (570) 966-1041<br><br> <br>Registrant’s telephone number, including area code | ||
| Mifflinburg Bancorp, Inc. | ||
| (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 | Name of each exchange on which registered |
|---|---|---|
| None | None | None |
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). ☐
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.
On August 1, 2025, Mifflinburg Bancorp, Inc. ("Mifflinburg") completed its previously announced merger with Northumberland Bancorp ("Northumberland") pursuant to an Agreement and Plan of Merger, dated as of September 24, 2024, as amended December 4, 2024 (the "Merger Agreement"), by and between Mifflinburg and Northumberland. Under the terms of the Merger Agreement, (i) Northumberland merged with and into Mifflinburg, with Mifflinburg being the surviving entity, and (ii) Northumberland's wholly-owned banking subsidiary, The Northumberland National Bank ("Norry Bank"), merged with and into Mifflinburg's wholly-owned banking subsidiary, Mifflinburg Bank and Trust Company ("Mifflinburg Bank"), with Mifflinburg Bank being the surviving bank (the "Mergers"). In connection with the Mergers, Mifflinburg changed its name to Steele Bancorp, Inc. (“Steele”) and Mifflinburg Bank changed its name to Central Penn Bank & Trust (“Central Penn”).
Pursuant to the Merger Agreement, for each share of Northumberland common stock, Northumberland shareholders will receive 1.185 shares of Steele common stock and will receive cash in lieu of fractional shares. The total consideration payable to Northumberland shareholders is comprised of an aggregate of approximately 1.55 million shares of Steele common stock and cash in lieu of fractional shares.
A copy of Steele's press release dated August 1, 2025, announcing the completion of the Mergers is attached hereto as Exhibit 99.1.
The foregoing description of the Mergers and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which was included as Annex A to Mifflinburg's Registration Statement on Form S-4 filed with the Securities and Exchange Commission on January 10, 2025, and is incorporated by reference herein.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with and effective upon completion of the Mergers and in accordance with the terms of the Merger Agreement, the Board of Directors of Steele (the "Board") appointed the following "New Directors" to the Board and to the indicated committees: Timothy J. Apple (Nominating and Governance) and J. Todd Troxell (Executive) for terms expiring in 2026; Chad M. Geise (Audit) and Adam C. Purdy (Compensation and Nominating and Governance) for terms expiring in 2027; and J. Donald Steele, Jr. (Executive -- Chair) and Amanda G. Kesler (Audit and Compensation – Chair) for terms expiring in 2028.
The New Directors will be nominated by the Board to stand for re-election to one additional term when the initial term of the Class to which he or she was appointed expires. In addition, if any director vacancy occurs during the period beginning August 1, 2025 to August 1, 2030, the vacancy generally will be filled by the election of the remaining New Directors in the case of a New Director vacancy, or by the legacy Mifflinburg directors in the case of a vacancy in a director position held by a legacy Mifflinburg director.
Directors of Steele are paid a monthly retainer of $1,700.
Steele has banking and other transactions in the ordinary course of business with the New Directors and their affiliates, including members of their families or corporations, partnerships, or other organizations in which such directors have a controlling interest, on substantially the same terms (including price, or interest rates and collateral) as those prevailing at the time for comparable transactions with unrelated parties. Except as described in the following paragraph, such transactions are not believed to involve more than the normal risk of collectability or present other unfavorable features to Steele.
Norry Bank made certain loans during the period between April 2015 and December 2019, which we refer to as the “Nottingham Loans,” to Nottingham Village Retirement Center Associates and Nottingham Health Care Services Inc, which we collectively refer to as “Nottingham Village.” When Norry Bank made the Nottingham Loans, the chief executive officer of Nottingham Village and President of Ridgway Holding Inc., the parent company of Nottingham Village, was the father and, with respect to one of the loans, the mother, of Amanda Kessler, a Northumberland and Norry Bank director who, as a result of the mergers, is now a director of Steele and Central Penn. When Ms. Kessler’s father died, his interest in Nottingham Village passed to Ms. Kessler’s mother. Since Ms. Kessler’s mother died in 2024, Ms. Kessler has exercised control over Nottingham Village. Due to lower reimbursements and increased expenses during and after the COVID-19 pandemic, Nottingham Village has experienced lower levels of net cash flow. As of September 30, 2024, Nottingham Village did not meet the debt service coverage covenant contained in the documentation for the Nottingham Loans. Consequently, Northumberland categorized the Nottingham Loans as “special mention” on its financial statement for the third quarter of 2024. As of September 30, 2024, the aggregated balance due on the Nottingham Loans was $9,565,036, of which $4,244,983 was owed to Norry Bank. The balance was owed to other banks which purchased participation interests in the Nottingham Loans. Additionally, Nottingham Village has the ability, subject to the terms and conditions of the loan documents, to obtain additional advances of up to $1,190,000 pursuant to one of the Nottingham Loans. Central Penn management does not believe that the Nottingham Loans pose a material risk of collectability because the loans are not and never have been past due and have not been placed on nonaccrual.
In connection with and effective upon completion of the Mergers and in accordance with the Merger Agreement, J. Donald Steele, Jr. (age 72), Northumberland's Chairman, became Chairman of Steele and Central Penn; Richard Drzwiecki (age 65), Chairman of Mifflinburg, became Vice Chairman of Steele and Central Penn; Jeffrey J. Kapsar (age 58), Mifflinburg's Vice Chairman, President and Chief Executive Officer, became President and Chief Executive Officer of Steele and Central Penn; Thomas C. Graver, Jr. (age 56), Mifflinburg's Executive Vice President, Treasurer and Chief Financial Officer became Senior Executive Vice President, Treasurer and Chief Financial Officer of Steele and Central Penn; and J. Todd Troxell (age 57), Northumberland's President and Chief Executive Officer, became Corporate Secretary of Steele and Senior Executive Vice President and Chief Administrative Officer of Central Penn. Officer appointments extend until the next successive annual reorganization meeting of the Board of Directors and the appointment of the officer's successor.
In connection with the Mergers, Mr. Troxell entered into an Employment Agreement with Steele and Central Penn, to be effective as of the effective date of the Mergers, employing him as Corporate Secretary of Steele and Senior Executive Vice President and Chief Administrative Officer of Central Penn. The agreement has a three year evergreen term and will automatically extend for an additional year at each annual anniversary date unless either party gives notice to the other of renewal. The Agreement provides for an initial salary of $296,749.96 per year. Following a change in control of Steele or Central Penn, if Mr. Troxell's employment is terminated other than for cause, disability or death, or if Mr. Troxell terminates his employment for good reason, in either case within two years of the date of the change in control, he will be entitled to receive a payment equal to 2.99 times the sum of his salary and the highest bonus paid to him in the three prior calendar years, and shall also be entitled to continue to participate in all employee benefits for a period of 36 months. If Mr. Troxell's employment is involuntarily terminated other than for cause or if he terminates his employment for good reason and there has been no change in control, Mr. Troxell will be entitled to an amount equal to two times his base salary and shall also be entitled to participate in all employee benefits for a period of 24 months. In the agreement, Mr. Troxell also has agreed to waive his right to receive the change in control benefit under his employment agreement with Northumberland and Norry Bank that would otherwise have been triggered by the Mergers, in consideration for which Northumberland agreed to pay to Mr. Troxell $356,099.95 on or immediately before the effective date of the Mergers. In the employment agreement, Mr. Troxell agreed not to solicit employees or customers of Steele and its affiliates or to compete with Steele for 24 months after termination of his employment for any reason.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
In connection with the Mergers and pursuant to the Merger Agreement, Mifflinburg amended its articles of incorporation to change its name to "Steele Bancorp, Inc." The name change was effective on August 1, 2025.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The required financial statements will be filed by amendment to this Current Report on Form 8-K within 71 calendar days after the date this Current Report on Form 8-K is required to be filed.
(b) Pro-Forma Financial Information.
The required pro forma financial information will be filed by amendment to this Current Report on Form 8-K within 71 calendar days after the date this Current Report on Form 8-K is required to be filed.
(d) Exhibits.
The following exhibits are furnished with this report on Form 8-K:
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.
| STEELE BANCORP, INC. | |||
|---|---|---|---|
| Dated: August 1, 2025 | |||
| By: | /s/ Thomas C. Graver, Jr. | ||
| Thomas C. Graver, Jr. | |||
| Senior Executive Vice President and<br><br> <br>Chief Financial Officer |
ex_845157.htm
EXHIBIT 3.1
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
STEELE BANCORP, INC.
as amended August 1, 2025
Article 1. Name. The name of the corporation is Steele Bancorp, Inc. (hereinafter referred to as the “Corporation”).
Article 2. Registered Office. The address of the registered office of the Corporation in the Commonwealth of Pennsylvania is 250 E. Chestnut Street, Mifflinburg, Pennsylvania 17844.
Article 3. Nature of Business. To have unlimited power to engage in and do any lawful act concerning any or all lawful business for which corporations may be incorporated under the provisions of the Pennsylvania Business Corporation Law of 1988, as amended (“PBCL”). The Corporation was incorporated under the provisions of the Pennsylvania Business Corporation Law of 1933, as amended (Act of May 5, 1933, P.L. 364, as amended).
Article 4. Duration. The term of the existence of the Corporation shall be perpetual.
Article 5. Capital Stock.
A. Authorized Amount. The total number of shares of capital stock which the Corporation has authority to issue is 5,000,000, all of which shall be common stock, par value $1.00 per share (hereinafter the “Common Stock”).
B. Common Stock. The exclusive voting power shall be vested in the Common Stock, with each holder thereof being entitled to one vote for each share of such Common Stock standing in the holder’s name on the books of the Corporation. Holders of Common Stock shall be entitled to such dividends as may be declared by the Board of Directors out of funds lawfully available therefor. Upon any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, holders of Common Stock shall be entitled to receive pro rata the remaining assets of the Corporation.
C. Repurchase of Shares. The Corporation may, from time to time, pursuant to authorization by the board of directors of the Corporation and without action by the shareholders, purchase or otherwise acquire shares of any class, bonds, debentures, notes, scrip, warrants, obligations, evidences of indebtedness, or other securities of the Corporation in such manner, upon such terms, and in such amounts as the board of directors shall determine; subject, however, to such limitations or restrictions, if any, as are contained in the express terms of any class of shares of the Corporation outstanding at the time of the purchase or acquisition in question or as are imposed by law or regulation.
D. Uncertificated Shares. Any or all classes and series of shares, or any part thereof, may be uncertificated shares, provided, however, that in no event shall any shares represented by a certificate be deemed to be uncertificated until the certificate is surrendered to the Corporation.
Article 6. Incorporators. The name and mailing address of each original incorporator of the Corporation was as follows:
| Name | Address | Number & Class of Shares |
|---|---|---|
| Quentin S. Snook | R.D. #1, Mifflinburg, PA 17844 | 1 Share Common Stock |
| Helen P. Strunk | 207 Walnut Street, Mifflinburg, PA 17844 | 1 Share Common Stock |
| John C. Watson | 602 Walnut Street, Mifflinburg, PA 17844 | 1 Share Common Stock |
Article 7. Cumulative Voting Rights. Cumulative voting rights shall not exist with respect to the election of directors.
Article 8. Opposition of Tender (or Other Offer).
A. The Board of Directors may, if it deems it advisable, oppose a tender, or other offer for the Corporation’s securities, whether the offer is in cash or in securities of a corporation or otherwise. When considering whether to oppose an offer, the Board of Directors may, but it is not legally obligated to, consider any pertinent issues; by way of illustration, but not of limitation, the Board of Directors may, but shall not be legally obligated to, consider any and all of the following:
| (1) | Whether the offer price is acceptable based on the historical and present operating results or financial condition of the Corporation. |
|---|---|
| (2) | Whether a more favorable price could be obtained for the Corporation’s securities in the future. |
| --- | --- |
| (3) | The impact which an acquisition of the Corporation would have on its employees, depositors and customers of the Corporation and its subsidiaries in the community which they serve. |
| --- | --- |
| (4) | The reputation and business practices of the offeror and its management and affiliates as they would affect the employees, depositors and customers of the Corporation and its subsidiaries and the future value of the Corporation’s stock. |
| --- | --- |
| (5) | The value of the securities, if any, which the offeror is offering in exchange for the Corporation’s securities, based on any analysis of the worth of the Corporation as compared to the corporation or other entity whose securities are being offered. |
| --- | --- |
| (6) | Any antitrust or other legal and regulatory issues that are raised by the offer. |
| --- | --- |
B If the Board of Directors determines that an offer should be rejected, it may take
any lawful action to accomplish its purpose including, but not limited to, any and all of the following: advising shareholders not to accept the offer; litigation against the offeror; filing complaints with all governmental and regulatory authorities; acquiring the authorized but unissued securities or treasury stock or granting options with respect thereto; acquiring a company to create an antitrust or other regulatory problem for the offeror; and obtaining a more favorable offer from another individual or entity.
Article 9. Classification of Directors. The Board of Directors of the Corporation shall be divided into three classes, the respective terms of office of which shall end in successive years. The number of directors in each class shall be specified in the Bylaws and shall be nearly as equal as possible. Unless they are elected to fill vacancies, the directors in each class shall be elected to hold office until the third successive annual meeting of shareholders after their election and until their successors shall have been elected and qualified. At each annual meeting of shareholders the directors of only one class shall be elected.
Article 10. Removal. Any Director or Directors may be removed as provided in Section 1726 of the PBCL.
Article 11. Nominations of Directors. Nominations of candidates for election as directors shall be made prior to or at any annual meeting of shareholders
(a) by the Board of Directors as follows:
| (1) | by a majority of the Directors presently sitting if the candidate was elected as a Director by the shareholders at a previous meeting of the shareholders and has served continuously since elected. The candidate may vote for his or her own renomination. |
|---|---|
| (2) | by two-thirds of the Directors presently sitting if the candidate was not elected as a Director by the shareholders at a previous meeting of the shareholders, or if so elected, has not served continuously since elected; or |
| --- | --- |
(b) by any shareholder entitled to vote at such annual meeting. Only persons nominated by shareholders in accordance with the following procedures shall be eligible for election as directors at an annual meeting:
(i.) Shareholder nominations for directors must be submitted to the Secretary of the Corporation in writing not later than the close of business on the ninetieth (90^th^) day immediately preceding the anniversary date of the immediately preceding annual meeting of shareholders of the Corporation.
(ii.) Shareholder nominations so submitted shall contain the following information to the extent known to the nominating shareholder: (a) name and addressed of each proposed nominee; (b) the principal occupation of each proposed nominee; (c) the name and address of the nominating shareholder; and (d) the number of shares of capital stock of the Corporation owned by the nominating shareholder.
Ballots bearing the names of all the persons who have been nomination for election as directors at an annual meeting in accordance with the procedures set forth in this Article 11 shall be provided for use at the annual meeting.
Article 12. Filling of Vacancies in Board of Directors. Any vacancy in the Board of Directors may be filled by the remaining Board of Directors and each person so appointed shall serve a term of office which shall expire at the same time as the term of office of the other directors in the class to which he is elected.
Article 13. Number of Directors. The Board of Directors shall consist of not less than five (5) nor more than twenty-five (25) shareholders, the exact number to be fixed and determined by a majority of the Board of Directors. Between annual meetings of the shareholders, a majority of the Board of Directors may increase the number of Directors, within the maximum prescribed above, by not more than two (2) Directors, and a majority of the Board of Directors may appoint shareholders to fill the vacancies created thereby.
Article 14. Preemptive Rights. No holder of shares of any class or of any series of any class shall have any preemptive right to subscribe for, purchase or receive any shares of the Corporation, whether now or hereafter authorized, or any obligations or other securities convertible into or carrying options to purchase any such shares of the Corporation, or any options or rights to purchase any such shares or securities, issued or sold by the Corporation for cash or any other form of consideration.
Article 15. Indebtedness. The Corporation shall have the authority to borrow money and the Board of Directors, without the approval of the shareholders and acting within their sole discretion, shall have the authority to issue debt instruments of the Corporation upon such terms and conditions and with such limitations as the Board of Directors deems advisable. The authority of the Board of Directors shall include, but not be limited to, the power to issue convertible debentures.
Article 16. Indemnification. Every person who is or was a director, officer, employee, or agent of the Corporation, or of any corporation which he served as such at the request of the Corporation, shall be indemnified by the Corporation to the fullest extent permitted by law against all expenses and liabilities reasonably incurred by or imposed upon him, in connection with any proceeding to which he may be made, or threatened to be made, a party, or in which he may become involved by reason of his being or having been a director, officer, employee or agent of the Corporation, or of such other corporation, whether or not he is a director, officer, employee or agent of the Corporation or such other Corporation at the time the expenses or liabilities are incurred. This indemnification shall continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.
Article 17. Elimination of Directors’ Liability. Directors of the Corporation shall have no liability for monetary damages for any action taken or any failure to take action as a director, provided that this Article 17 shall not eliminate liability of a director for any breach of the director’s duty to perform the duties of his office under subchapter B of Chapter 17 of the PBCL if there is a breach or failure to perform which constitutes self dealing, willful misconduct or recklessness. The elimination of liability shall not apply to matters set forth under Section 1713(b) of the PBCL. If the PBCL is amended after the effective date of these Articles of Incorporation to further eliminate or limit the personal liability of directors, then the liability of a **** director of the Corporation shall be likewise eliminated or limited as provided by the PBCL, as so amended.
Any repeal or modification of the foregoing paragraph by the shareholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.
Article 18. Meetings of Shareholders and Shareholder Proposals.
A. Special Meetings. Special meetings of the shareholders may be called at any time by the Board of Directors, the President, or by the shareholders entitled to cast at least thirty percent (30%) of the vote which all shareholders are entitled to cast at the particular meeting.
B. Action Without a Meeting. Notwithstanding any other provisions of these Articles of Incorporation or the Bylaws of the Corporation, no action required to be taken or which may be taken at any annual or special meeting of shareholders of the Corporation may be taken without a meeting, and the power of shareholders to consent in writing, without a meeting, to the taking of any action is specifically denied.
C. Shareholder Proposals. At an annual meeting of shareholders, only such new business shall be conducted, and only such proposals shall be acted upon, as shall have been brought before the annual meeting by, or at the direction of, (a) the Board of Directors or (b) any shareholder of the Corporation who complies with all the requirements set forth in this Article 18.C.
Proposals, other than those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice in writing to the Secretary of the Corporation as set forth in this Article 18.C. The shareholder’s notice shall be delivered to, or mailed and received at, the principal executive offices of the Corporation not less than 90 days prior to the anniversary date of the immediately preceding annual meeting of shareholders of the Corporation. Such shareholder’s notice shall set forth as to each matter the shareholder proposes to bring before the annual meeting (a) a brief description of the proposal desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (b) the name and address, as they appear on the Corporation’s books, of the shareholder proposing such business and, to the extent known, any other shareholders known by such shareholder to be supporting such proposal, (c) the class and number of shares of the Corporation stock which are Beneficially Owned by the shareholder on the date of such shareholder notice and, to the extent known, by any other shareholders known by such shareholder to be supporting such proposal on the date of such shareholder notice, and (d) any financial interest of the shareholder in such proposal (other than interests which all shareholders would have).
The Board of Directors may reject any shareholder proposal not timely made in accordance with the terms of this Article 18.C. If the Board of Directors, or a designated committee thereof, determines that the information provided in a shareholder’s notice does not satisfy the informational requirements of this Article 18.C in any material respect, the Secretary of the Corporation shall promptly notify such shareholder of the deficiency in the notice. The shareholder shall have an opportunity to cure the deficiency by providing additional information to the Secretary within such period of time, not to exceed five days from the date such deficiency notice is given to the shareholder, as the Board of Directors or such committee shall reasonably determine. If the deficiency is not cured within such period, or if the Board of Directors or such committee determines that the additional information provided by the shareholder, together with information previously provided, does not satisfy the requirements of this Article 18.C in any material respect, then the Board of Directors may reject such shareholder’s proposal. The Secretary of the Corporation shall notify a shareholder in writing whether his proposal has been made in accordance with the time and informational requirements of this Article 18.C. Notwithstanding the procedures set forth in this paragraph, if neither the Board of Directors nor such committee makes a determination as to the validity of any shareholder proposal, the presiding officer of the annual meeting shall determine and declare at the annual meeting whether the shareholder proposal was made in accordance with the terms of this Article 18.C. If the presiding officer determines that a shareholder proposal was made in accordance with the terms of this Article 18.C, he shall so declare at the annual meeting and ballots shall be provided for use at the meeting with respect to any such proposal. If the presiding officer determines that a shareholder proposal was not made in accordance with the terms of this Article 18.C, he shall so declare at the annual meeting and any such proposal shall not be acted upon at the annual meeting.
This provision shall not prevent the consideration and approval or disapproval at the annual meeting of reports of officers, directors and committees of the Board of Directors, but in connection with such reports, no new business shall be acted upon at such annual meeting unless stated, filed and received as herein provided.
Article 19. Approval of Business Combinations.
The Corporation hereby elects to be subject to the provisions of Subchapter F of Chapter 25 of the PBCL and to those sections as they may in the future be amended from time to time.
Article 20. Shareholder Action.
No merger, consolidation, liquidation or dissolution of the Corporation, nor any action that would result in the sale, lease, exchange or other disposition of all or substantially all of the assets of the Corporation, nor any share exchange in which a person or entity acquires the issued or outstanding shares of Common Stock of the Corporation pursuant to a vote of shareholders, shall be valid unless first approved by the affirmative vote of:
(a) the holders of at least two-thirds (2/3rds) of the outstanding shares of Common Stock; or
(b) a majority of the votes cast by all shareholders entitled to vote thereon, provided that such transaction has received the prior approval of eighty percent (80%) of the entire Board of Directors.
Notwithstanding the foregoing, approval by the shareholders pursuant to this Article shall not be required in connection with any transaction for which approval of the transaction by the shareholders is not required by the PBCL; except that shareholder approval pursuant to this Article shall be required in any case if immediately after the effective date of the transaction: (i) the shareholders of the Corporation are to hold in the aggregate less than a majority of the shares of the surviving or new corporation entitled to be cast generally for the election of directors, or (ii) a majority of the members of the Board of Directors of the surviving or new corporation and a majority of the members of the Board of Directors of such corporation’s ultimate parent corporation, if any, are not to be former members of the Board of Directors of the Corporation.
Article 21. Amendment of Articles and Bylaws.
A. Articles. The shareholders reserve the right to amend, alter, change or repeal any provision contained in these Articles of Incorporation, in the manner now or hereafter prescribed by law, provided that the affirmative vote of the holders of at least two-thirds (2/3rds) of the shares of the Corporation entitled to vote generally in an election of directors, voting together as a single class, shall be required to amend, adopt, alter, change or repeal any provision inconsistent with the following provisions of the Articles of Incorporation:
| Article 8. | Opposition of Tender (or Other Offer) |
|---|---|
| Article 9. | Classification of Directors |
| Article 11. | Nominations of Directors |
| Article 13. | Number of Directors |
| Article 16. | Indemnification |
| Article 17. | Elimination of Directors’ Liability |
| Article 19. | Approval of Business Combinations |
| Article 20. | Shareholder Action |
| Article 21. | Amendment of Articles and Bylaws |
B. Bylaws. The Board of Directors may adopt, alter, amend or repeal the Bylaws of the Corporation, so long as any such action does not result in a change which is inconsistent with these Articles. Such action by the Board of Directors shall require the affirmative vote of a majority of the directors then in office at any regular or special meeting of the Board of Directors.
The shareholders may adopt, alter, amend or repeal the Bylaws of the Corporation, so long as such action does not result in a change which is inconsistent with these Articles. Such action by the shareholders shall require the affirmative vote of the holders of a majority of the shares of the Corporation entitled to vote generally in an election of directors, voting together as a single class.
ex_845158.htm
| Exhibit 99.1 |
|---|
Contact:
Steele Bancorp, Inc.
Jeffrey J Kapsar
570-966-1041
jkapsar@centralpennbank.com
MIFFLINBURG BANCORP, INC., AND NORTHUMBERLAND BANCORP COMPLETE STRATEGIC MERGER OF EQUALS
August 1, 2025, Mifflinburg, Pa. – Jeffrey J. Kapsar, President and Chief Executive Officer of Steele Bancorp, Inc. (OTCID Pink: “STLE”), announced today the completion of the merger of Northumberland Bancorp (“Northumberland”) with and into Mifflinburg Bancorp, Inc. (“Mifflinburg”), and the merger of The Northumberland National Bank (“Norry Bank”) with and into Mifflinburg Bank and Trust Company (“Mifflinburg Bank”). In connection with the mergers, effective August 1, 2025, Mifflinburg changed its name to Steel Bancorp, Inc. (“Steele”), and Mifflinburg Bank changed its name to Central Penn Bank & Trust (“Central Penn”).
Jeffrey Kapsar said, “We are very pleased to announce the successful completion of the merger between two longstanding pillars of our valley. This union represents a significant milestone in our shared commitment to delivering strength, stability, and personalized financial solutions to the communities we serve. Together, we are building a stronger, more innovative institution rooted in trust, driven by service, and focused on the future.”
Following the merger, the combined company has total assets of approximately $1.34 billion, deposits of approximately $1.16 billion, and loans of approximately $904 million, serving individuals, families, nonprofits and business clients in Centre, Northumberland, Snyder and Union counties through 13 banking offices and online at [www.centralpennbank.com].
The Steele leadership team includes J. Donald Steele, Chairman of Steele and Central Penn; Jeffrey J. Kapsar, President and Chief Executive Officer of Steele and Central Penn; Thomas C. Graver, Senior Executive Vice President and Chief Financial Officer of Steele and Central Penn; J. Todd Troxell, Corporate Secretary of Steele and Senior Executive Vice President, and Chief Administrative Officer of Central Penn; and Thomas C. Eberhart, Executive Vice President and Chief Operating Officer of Central Penn.
"This is exciting,” said J. Todd Troxell. “Two similar community banks, each in existence for more than a century, are coming together in a strategic merger of equals creating a greater expanded footprint in which to compete. Our customers will benefit from the scale and varied talent of the combined organization while they continue to enjoy the personal service this stronger community bank will provide with enhanced products and services. Shareholders will enjoy a sound investment in a larger bank with continued strong capital, earnings, and dividends. This merger will provide more career opportunities for our employees as well."
The combination of Mifflinburg and Northumberland is the result of a long-term relationship built over many years between the management teams of each company.
In accordance with the merger agreement, Northumberland shareholders will receive 1.1850 shares of Steele common stock for each share of Northumberland common stock they own, and cash in lieu of fractional shares.
The Kafafian Group, Inc. served as financial advisor to Mifflinburg and Stevens & Lee served as its legal counsel. Alden Investment Group served as financial advisor and provided a fairness opinion to Northumberland Bancorp, with Mette, Evans & Woodside serving as its legal counsel.
ABOUT STEELE BANCORP, INC.
Steele Bancorp, Inc. (“Steele”) is a bank holding company headquartered in Mifflinburg, Pennsylvania. Steele has one subsidiary bank, Central Penn Bank & Trust, serving individuals, families, nonprofits, and business clients through 13 banking offices located in Centre, Northumberland, Snyder, and Union counties. Steele common stock is traded over the counter (OTCID Pink) under the symbol “STLE”.
Forward Looking Statements
This press release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements about Steele Bancorp, Inc. (together with its bank subsidiary Central Penn Bank & Trust, unless the context otherwise requires, “Steele”) may include beliefs, goals, intentions, and expectations and involve substantial risks and uncertainties. Statements other than statements of current or historical fat, including statements including statements regarding Steele’s future financial condition, results of operations, business plans, liquidity, cash flows, projected costs, and the impact of any laws or regulations applicable to Steele, are forward-looking statements. Words such as “anticipates,” “believes,” “estimates,” “expects,” “forecasts,” “intends,” “plans,” “projects,” “may,” “will,” “should,” and other similar expressions are intended to identify these forward-looking statements. Such statements are subject to factors that could cause actual results to differ materially from anticipated results. Among the risks and uncertainties that could cause actual results to differ from those described in the forward-looking statements include, but are not limited to the following: (1) costs or difficulties related to integration following the merger; (2) the risk that the anticipated benefits, cost savings and any other savings from the transaction may not be fully realized or may take longer than expected to materialize; (3) changes to interest rates; (4) the ability to control costs and expenses; (5) general economic conditions; (6) adverse developments in borrower industries and, in particular, declines in real estate values; (7) Steele’s ability to maintain compliance with federal and state laws that regulate its business and capital levels; (8) Steele’s ability to raise capital as needed by its business; and (9) the other factors discussed in other reports Steele may file with the Securities and Exchange Commission (“SEC”). Steele does not undertake, and specifically disclaims any obligation, to publicly release any revisions which may be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements. You are cautioned not to place undue reliance on these forward-looking statements.