8-K - SYBT - Equibles

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): January 27, 2021

_______________________________

Stock Yards Bancorp, Inc.

(Exact name of registrant as specified in its charter)

_______________________________

Kentucky	001-13661	61-1137529
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1040 East Main Street,

Louisville, Kentucky 40206

(Address of Principal Executive Offices) (Zip Code)

(502) 582-2571

(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:

☒	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, no par value	SYBT	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 8.01. Other Events.

On January 27, 2021, Stock Yards Bancorp, Inc. (“Stock Yards”) and Kentucky Bancshares, Inc. issued a joint press release announcing their execution of an Agreement and Plan of Merger, dated as of January 27, 2021, by and among Stock Yards, H. Meyer Merger Subsidiary, Inc., a Kentucky corporation and a wholly-owned subsidiary of Stock Yards, and Kentucky Bancshares, Inc.

Also on January 27, 2021, Stock Yards made available an investor presentation regarding the proposed transaction. Copies of the press release and investor presentation are filed as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following items are filed as exhibits to this Current Report on Form 8-K:

Exhibit No.	Description of Exhibit
99.1	Joint press release of Stock Yards Bancorp, Inc. and Kentucky Bancshares, Inc., dated January 27, 2021
99.2	Investor presentation of Stock Yards Bancorp, Inc., dated January 27, 2021
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

Forward-Looking Statements

Certain statements contained in this communication, which are not statements of historical fact, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, certain plans, expectations, goals, projections and benefits relating to the proposed merger transaction between Stock Yards and Kentucky Bancshares, which are subject to numerous assumptions, risks and uncertainties. Words or phrases such as “anticipate,” “believe,” “aim,” “can,” “conclude,” “continue,” “could,” “estimate,” “expect,” “foresee,” “goal,” “intend,” “may,” “might,” “outlook,” “possible,” “plan,” “predict,” “project,” “potential,” “seek,” “should,” “target,” “will,” “will likely,” “would,” or the negative of these terms or other comparable terminology, as well as similar expressions, are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. Please refer to each of Stock Yards’ and Kentucky Bancshares' Annual Report on Form 10-K for the year ended December 31, 2019, and, in the case of Stock Yards, its Quarterly Report on Form 10-Q for the three months ended September 30, 2020, as well as their other filings with the SEC for a more detailed discussion of risks, uncertainties and factors that could cause actual results to differ from those discussed in the forward-looking statements.

Forward-looking statements are not historical facts but instead express only management’s beliefs regarding future results or events, many of which, by their nature, are inherently uncertain and outside of the management’s control. It is possible that actual results and outcomes may differ, possibly materially, from the anticipated results or outcomes indicated in these forward-looking statements. In addition to factors disclosed in reports filed by Stock Yards and Kentucky Bancshares with the SEC, risks and uncertainties for Stock Yards, Kentucky Bancshares and the combined company include, but are not limited to: the possibility that any of the anticipated benefits of the proposed merger will not be realized or will not be realized within the expected time period; the risk that integration of Kentucky Bancshares’ operations with those of Stock Yards will be materially delayed or will be more costly or difficult than expected; the parties’ inability to meet expectations regarding the timing, completion and accounting and tax treatments of the merger; the inability to complete the merger due to the failure of Kentucky Bancshares’ shareholders to adopt the merger agreement; the failure to satisfy other conditions to completion of the merger, including receipt of required regulatory and other approvals; the failure of the proposed transaction to close for any other reason; diversion of management's attention from ongoing business operations and opportunities due to the merger; the challenges of integrating and retaining key employees; the effect of the announcement of the merger on Stock Yards’, Kentucky Bancshares’ or the combined company's respective customer and employee relationships and operating results; the possibility that the merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; dilution caused by Stock Yards’ issuance of additional shares of Stock Yards common stock in connection with the merger; the magnitude and duration of the COVID-19 pandemic and its impact on the global economy and financial market conditions and the business, results of operations and financial condition of Stock Yards, Kentucky Bancshares and the combined company; and general competitive, economic, political and market conditions and fluctuations. All forward-looking statements included in this communication are made as of the date hereof and are based on information available at that time. Except as required by law, neither Stock Yards nor Kentucky Bancshares assumes any obligation to update any forward-looking statement to reflect events or circumstances that occur after the date the forward-looking statements were made.

Additional Information Regarding the Proposed Transaction

This communication is being made in respect of the proposed merger transaction between Stock Yards and Kentucky Bancshares. Stock Yards will file a registration statement on Form S-4 with the SEC in connection with the proposed transaction. The registration statement will include a proxy statement of Kentucky Bancshares that also constitutes a prospectus of Stock Yards which, when finalized, will be sent to the shareholders of Kentucky Bancshares seeking their approval of the merger-related proposals. This document is not a substitute for the proxy statement/prospectus or registration statement or any other document that Stock Yards or Kentucky Bancshares may file with the SEC. KENTUCKY BANCSHARES’ SHAREHOLDERS ARE ADVISED TO READ THE REGISTRATION STATEMENT ON FORM S-4 AND THE RELATED PROXY STATEMENT/PROSPECTUS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT STOCK YARDS, KENTUCKY BANCSHARES AND THE PROPOSED TRANSACTION. When filed, the registration statement, the definitive proxy statement/prospectus and other documents relating to the merger transaction filed by Stock Yards and Kentucky Bancshares can be obtained free of charge from the SEC’s website at www.sec.gov. These documents also can be obtained free of charge by accessing Stock Yards’ website at www.syb.com under the tab “Investors Relations” and then under “SEC Filings.” Alternatively, these documents, when available, can be obtained free of charge from Stock Yards upon written request to Stock Yards, Attention: Chief Financial Officer, 1040 East Main Street, Louisville, Kentucky 40206 or by calling (502) 582-2571, or to Kentucky Bancshares, Attention: Chief Financial Officer, 339 Main Street, Paris, Kentucky 40361 or by calling (859) 987-1795.

Participants in the Solicitation

Stock Yards, Kentucky Bancshares and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Kentucky Bancshares’ shareholders in connection with the proposed transaction. Information about the directors and executive officers of Stock Yards and their ownership of Stock Yards common stock is set forth in the definitive proxy statement for Stock Yards’ 2020 annual meeting of shareholders, as previously filed with the SEC on March 13, 2020, and Stock Yards’ Annual Report on Form 10-K for the year ended December 31, 2019, as previously filed with the SEC on February 28, 2020, as well as other documents filed with the SEC. Information about the directors and executive officers of Kentucky Bancshares and their ownership of Kentucky Bancshares common stock is set forth in the definitive proxy statement for Kentucky Bancshares’s 2020 annual meeting of shareholders, as previously filed with the SEC on May 11, 2020, and Kentucky Bancshares’ Annual Report on Form 10-K for the year ended December 31, 2019, as previously filed with the SEC on March 10, 2020, as well as other documents filed with the SEC. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by securities holdings or otherwise, will be included in the proxy statement/prospectus and other relevant documents regarding the proposed transaction to be filed with the SEC when they become available. You may obtain free copies of these documents from Stock Yards or Kentucky Bancshares using the sources indicated above.

No Offer or Solicitation

This communication is not intended to and shall not constitute an offer to sell or the solicitation of an offer to buy securities nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. This communication is also not a solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise. No offer of securities or solicitation will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Non-GAAP Measures

This communication contains certain non-GAAP financial measures of Stock Yards and Kentucky Bancshares determined by methods other than in accordance with generally accepted accounting principles. We use non-GAAP financial measures to provide meaningful supplemental information regarding our performance. We believe these non-GAAP measures are beneficial in assessing our operating results and related trends, and when planning and forecasting future periods. These non-GAAP disclosures should be considered in addition to, and not as a substitute for or preferable to, financial results determined in accordance with GAAP. The non-GAAP financial measures we use may differ from the non-GAAP financial measures other financial institutions use to measure their results of operations.

SIGNATURE

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.

	Stock Yards Bancorp, Inc.
Date: January 27, 2021	By:	/s/ T. Clay Stinnett
		T. Clay Stinnett
		Executive Vice President, Treasurer and Chief Financial Officer

EdgarFiling EXHIBIT 99.1

Stock Yards Bancorp, Inc. And Kentucky Bancshares, Inc. To Merge

Stock Yards to Expand Its Footprint Into Central Kentucky

LOUISVILLE, Ky. and PARIS, Ky., Jan. 27, 2021 (GLOBE NEWSWIRE) -- Stock Yards Bancorp, Inc. (“Stock Yards” or the “Company”) (NASDAQ: SYBT), the parent company of Stock Yards Bank & Trust Company, and Kentucky Bancshares, Inc. (OTCQX: KTYB), the parent company of Kentucky Bank, jointly announced on Wednesday, January 27, 2021 the signing of a definitive agreement for Stock Yards Bancorp, Inc. to acquire Kentucky Bancshares, Inc. The combined stock and cash transaction is expected to close during the second quarter of 2021, subject to approval of Kentucky Bancshares shareholders and completion of customary regulatory approval and closing conditions.

Management will host a conference call and webcast today at 4 p.m. (EST) to discuss the proposed merger. Please see the Conference Call/Investor Presentation section for complete details.

Kentucky Bancshares, headquartered in Paris, Kentucky, is the holding company for Kentucky Bank, which operates 19 branches in 11 communities throughout central Kentucky serving the Lexington, Kentucky metropolitan statistical area and each of its contiguous counties. As of December 31, 2020, Kentucky Bancshares reported approximately $1.2 billion in assets, $767 million in loans, $979 million in deposits and $114 million in tangible common equity. Kentucky Bancshares also maintains a Wealth Management and Trust Department with total assets under management of $258 million at December 31, 2020. The combined franchise will serve customers through 63 branches with total assets of approximately $5.9 billion, $4.3 billion in gross loans, $5.0 billion in deposits and over $4.1 billion in trust assets under management.

Under the terms of the merger agreement, Kentucky Bancshares’ shareholders will have the right to receive 0.64 shares of Stock Yards Bancorp’s common stock and $4.75 in cash for each share of common stock of Kentucky Bancshares with total consideration to consist of approximately 85% stock and 15% cash. Based upon the closing price of Stock Yards Bancorp common stock of $42.24 on January 25, 2021, the implied per share purchase price is $31.78, with an aggregate transaction value of approximately $190 million. First full year earnings (2022) per share accretion is estimated at approximately 12.5% and the tangible book value per share dilution is expected to be earned back in approximately 2.5 years under the crossover method including Current Expected Credit Loss (CECL) “Day 2” accounting treatment.

“We are thrilled to welcome Kentucky Bancshares and its employees to the Stock Yards team,” commented James A. (Ja) Hillebrand, Chairman and Chief Executive Officer of Stock Yards Bancorp. “This transaction expands our presence into the attractive Central Kentucky market and represents a complementary fit, both strategically and culturally, with our business model. The combination of our two organizations provides the opportunity to create efficiencies and enhance the value of the combined company while offering Kentucky Bank customers broader product offerings, increased lending capabilities and an expanded branch delivery system that stretches throughout the Louisville, Indianapolis and Northern Kentucky/Cincinnati metropolitan markets. Also, I am very excited to announce that Louis Prichard, President and Chief Executive Officer of Kentucky Bancshares, will serve as our new Central Kentucky Market President.”

“Stock Yards is an excellent match for us,” said Prichard. “This combination allows us to partner with a strong community bank that is focused on providing outstanding customer service, a deep commitment to the communities they serve and offers an excellent environment for our employees. We are proud of our long history of developing genuine, lasting relationships with our clients while supporting our market area. We look forward to working with the management team at Stock Yards to expand the scope of our products and services to better serve Central Kentucky’s residents and businesses.”

In addition, two directors that previously served on Kentucky Bancshares Board of Directors will be added to the Stock Yards Board – Shannon B. Arvin, President and Chief Executive Officer of Keeneland Association, Inc. and Edwin S. Saunier, President of Saunier North American, Inc.

Keefe Bruyette & Woods, A Stifel Company, served as financial advisor and Frost Brown Todd PLLC acted as legal counsel to Stock Yards Bancorp, Inc. Raymond James served as financial advisor and Stoll Keenon Ogden PLLC acted as legal counsel to Kentucky Bancshares, Inc.

Conference Call / Investor Presentation Stock Yards Bancorp, Inc. executive management will host a conference call to discuss the strategic and financial implications of the transaction on Wednesday, January 27, 2021 at 4:00 p.m. (EST). The call will also be broadcast live via the internet.

Interested investors may listen to the call live via webcast by visiting www.syb.com and clicking on the Investor Relations tab. Investment professionals are invited to call the toll-free dial-in number: 1-866-652-5200. A telephone replay will be available for two weeks at 1-877-344-7529 using the access code 10151961 and the webcast will be archived on the Company’s website www.syb.com for 90 days. A copy of the investor presentation is also available on the Company’s website www.syb.com.

About Stock Yards Bancorp, Inc. Louisville, Kentucky-based Stock Yards Bancorp, Inc. with $4.6 billion in assets, was incorporated in 1988 as a bank holding company. It is the parent company of Stock Yards Bank & Trust Company, which was established in 1904. The Company's common shares trade on the NASDAQ Global Select Market under the symbol SYBT. For more information about Stock Yards Bancorp, visit the Company’s website at www.syb.com.

About Kentucky Bancshares, Inc. Paris, Kentucky-based Kentucky Bancshares, Inc. with $1.2 billion in assets, was incorporated in 1981 as a bank holding company. It is the parent company of Kentucky Bank, which was established in 1851. The Company's common shares trade on the OTCQX under the symbol KTYB. For more information about Kentucky Bancshares, visit their website at www.kybank.com.

Forward-Looking Statements

Additional Information Regarding the Proposed Transaction

This communication is being made in respect of the proposed merger transaction between Stock Yards and Kentucky Bancshares. Stock Yards will file a registration statement on Form S-4 with the SEC in connection with the proposed transaction. The registration statement will include a proxy statement of Kentucky Bancshares that also constitutes a prospectus of Stock Yards which, when finalized, will be sent to the shareholders of Kentucky Bancshares seeking their approval of the merger-related proposals. This document is not a substitute for the proxy statement/prospectus or registration statement or any other document that Stock Yards or Kentucky Bancshares may file with the SEC. KENTUCKY BANCSHARES’ SHAREHOLDERS ARE ADVISED TO READ THE REGISTRATION STATEMENT ON FORM S-4 AND THE RELATED PROXY STATEMENT/PROSPECTUS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT STOCK YARDS, KENTUCKY BANCSHARES AND THE PROPOSED TRANSACTION. When filed, the registration statement, the definitive proxy statement/prospectus and other documents relating to the merger transaction filed by Stock Yards and Kentucky Bancshares can be obtained free of charge from the SEC’s website at www.sec.gov. These documents also can be obtained free of charge by accessing Stock Yards’ website at www.syb.com under the tab “Investors Relations” and then under “SEC Filings.” Alternatively, these documents, when available, can be obtained free of charge from Stock Yards upon written request to Stock Yards, Attention: Chief Financial Officer, 1040 East Main Street, Louisville, Kentucky 40206 or by calling (502) 582-2571, or to Kentucky Bancshares, Attention: Chief Financial Officer, 339 Main Street, Paris, Kentucky 40361 or by calling (859) 987-1795.

Participants in the Solicitation

No Offer or Solicitation

Non-GAAP Measures

Contact:	T. Clay Stinnett
	Stock Yards Bancorp, Inc.
	Executive Vice President, Treasurer
	and Chief Financial Officer
	(502) 625-0890
Contact:	Gregory J. Dawson
	Kentucky Bancshares, Inc.
	Senior Vice President, Secretary
	and Chief Financial Officer
	(859) 988-1303

EXHIBIT 99.2

Merger with Kentucky Bancshares, Inc. (OTCQX: KTYB) January 27, 2021

Page 2 Forward - Looking Statements Forward - Looking Statements Certain statements contained in this communication, which are not statements of historical fact, constitute forward - looking stat ements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, certain plans, expectations, goals , p rojections and benefits relating to the proposed merger transaction between Stock Yards and Kentucky Bancshares, which are subject to numerous assumptions, risks and un certainties. Words or phrases such as “anticipate,” “believe,” “aim,” “can,” “conclude,” “continue,” “could,” “estimate,” “expect,” “foresee,” “goal,” “int end ,” “may,” “might,” “outlook,” “possible,” “plan,” “predict,” “project,” “potential,” “seek,” “should,” “target,” “will,” “will likely,” “would,” or the negative of these terms or other comparable terminology, as well as similar expressions, are intended to identify forward - looking statements but are not the exclusive means of identifying such statements. Please refer to each of Stock Yards’ and Kentucky Bancshares' Annual Report on Form 10 - K for the year ended December 31, 2019, and, in the case of Stock Yards, its Quart erly Report on Form 10 - Q for the three months ended September 30, 2020, as well as their other filings with the SEC for a more detailed discussion of risks, u nce rtainties and factors that could cause actual results to differ from those discussed in the forward - looking statements. Forward - looking statements are not historical facts but instead express only management’s beliefs regarding future results or ev ents, many of which, by their nature, are inherently uncertain and outside of the management’s control. It is possible that actual results and outcomes may differ, pos sib ly materially, from the anticipated results or outcomes indicated in these forward - looking statements. In addition to factors disclosed in reports filed by Stock Yards and Ken tucky Bancshares with the SEC, risks and uncertainties for Stock Yards, Kentucky Bancshares and the combined company include, but are not limited to: the possibility tha t any of the anticipated benefits of the proposed merger will not be realized or will not be realized within the expected time period; the risk that integration of Ke ntu cky Bancshares’ operations with those of Stock Yards will be materially delayed or will be more costly or difficult than expected; the parties’ inability to meet expe cta tions regarding the timing, completion and accounting and tax treatments of the merger; the inability to complete the merger due to the failure of Kentucky Bancshares’ sha reholders to adopt the merger agreement; the failure to satisfy other conditions to completion of the merger, including receipt of required regulatory and other appro val s; the failure of the proposed transaction to close for any other reason; diversion of management's attention from ongoing business operations and opportunities due to the me rger; the challenges of integrating and retaining key employees; the effect of the announcement of the merger on Stock Yards’, Kentucky Bancshares’ or the combined c omp any's respective customer and employee relationships and operating results; the possibility that the merger may be more expensive to complete than anticipa ted , including as a result of unexpected factors or events; dilution caused by Stock Yards’ issuance of additional shares of Stock Yards common stock in connection wi th the merger; the magnitude and duration of the COVID - 19 pandemic and its impact on the global economy and financial market conditions and the business, results of opera tions and financial condition of Stock Yards, Kentucky Bancshares and the combined company; and general competitive, economic, political and market conditions and f luc tuations. All forward - looking statements included in this communication are made as of the date hereof and are based on information available at that time. Ex cept as required by law, neither Stock Yards nor Kentucky Bancshares assumes any obligation to update any forward - looking statement to reflect events or circumstances that occur after the date the forward - looking statements were made.

Page 3 Important Additional Information Additional Information Regarding the Proposed Transaction This communication is being made in respect of the proposed merger transaction between Stock Yards and Kentucky Bancshares. S toc k Yards will file a registration statement on Form S - 4 with the SEC in connection with the proposed transaction. The registration statement will include a proxy statement of Kentucky Bancshares that also constitutes a prospectus of Stock Yards which, when finalized, will be sent to the shareholders of Kentucky Bancshares s eek ing their approval of the merger - related proposals. This document is not a substitute for the proxy statement/prospectus or registration statement or any other docume nt that Stock Yards or Kentucky Bancshares may file with the SEC. KENTUCKY BANCSHARES’ SHAREHOLDERS ARE ADVISED TO READ THE REGISTRATION STATEMENT ON FORM S - 4 AND THE RELATED PROXY STATEMENT/PROSPECTUS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT STOCK YARDS, KENTUCKY BANCSHARES AND THE PROPOSED TRANSACTION. When filed, the registration statement, the definitive proxy statement/prospectus and other documents relating to the merger transaction file d b y Stock Yards and Kentucky Bancshares can be obtained free of charge from the SEC’s website at www.sec.gov. These documents also can be obtained free of charge by acc essing Stock Yards’ website at www.syb.com under the tab “Investors Relations” and then under “SEC Filings.” Alternatively, these documents, when available, ca n be obtained free of charge from Stock Yards upon written request to Stock Yards, Attention: Chief Financial Officer, 1040 East Main Street, Louisville, Kentu cky 40206 or by calling (502) 582 - 2571, or to Kentucky Bancshares, Attention: Chief Financial Officer, 339 Main Street, Paris, Kentucky 40361 or by calling (859) 987 - 1795. Participants in the Solicitation Stock Yards, Kentucky Bancshares and their respective directors and executive officers may be deemed to be participants in th e s olicitation of proxies from Kentucky Bancshares’ shareholders in connection with the proposed transaction. Information about the directors and executive officers of Stock Yards and their ownership of Stock Yards common stock is set forth in the definitive proxy statement for Stock Yards’ 2020 annual meeting of shareholders, as pr evi ously filed with the SEC on March 13, 2020, and Stock Yards’ Annual Report on Form 10 - K for the year ended December 31, 2019, as previously filed with the SEC on Febr uary 28, 2020, as well as other documents filed with the SEC. Information about the directors and executive officers of Kentucky Bancshares and their ownersh ip of Kentucky Bancshares common stock is set forth in the definitive proxy statement for Kentucky Bancshares’s 2020 annual meeting of shareholders, as previously f ile d with the SEC on May 11, 2020, and Kentucky Bancshares’ Annual Report on Form 10 - K for the year ended December 31, 2019, as previously filed with the SEC on March 10, 2020, as well as other documents filed with the SEC. Additional information regarding the participants in the proxy solicitation and a description o f t heir direct and indirect interests, by securities holdings or otherwise, will be included in the proxy statement/prospectus and other relevant documents regarding the proposed tr ansaction to be filed with the SEC when they become available. You may obtain free copies of these documents from Stock Yards or Kentucky Bancshares using the source s i ndicated above. No Offer or Solicitation This communication is not intended to and shall not constitute an offer to sell or the solicitation of an offer to buy securi tie s nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the sec uri ties laws of such jurisdiction. This communication is also not a solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise. No offer of se cur ities or solicitation will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. Non - GAAP Measures This communication contains certain non - GAAP financial measures of Stock Yards and Kentucky Bancshares determined by methods oth er than in accordance with generally accepted accounting principles. We use non - GAAP financial measures to provide meaningful supplemental information rega rding our performance. We believe these non - GAAP measures are beneficial in assessing our operating results and related trends, and when planning and forecasting future periods. These non - GAAP disclosures should be considered in addition to, and not as a substitute for or preferable to, financial results determined i n a ccordance with GAAP. The non - GAAP financial measures we use may differ from the non - GAAP financial measures other financial institutions use to measure their resu lts of operations.

Page 4 Transaction Highlights ► Entry into attractive Central Kentucky markets, including the Lexington MSA (Kentucky’s second largest market), with a scalab le franchise bringing $1.2B in assets ► Enhances SYBT’s position as the preeminent Kentucky community bank − Pro forma entity has the #7 (1) deposit market share in state of Kentucky with ~$5 billion of deposits through the entire footprint − Frames out strength in the Lexington - to - Louisville corridor, capturing the flow from Lexington and the state capital (Frankfort) ► Complementary business models & cultures, with opportunity to expand relationships with Kentucky Bank customers ► Accelerates Stock Yards’ ability to deliver what it does best (business lending and wealth services) into Lexington / Central KY (1) Source: S&P Global Market Intelligence; Deposit data as of 6/30/20 and is pro forma for pending or recently completed tra nsactions. ► ~12.5% EPS accretion in first full year (2022) ► Tangible book value per share earnback of approximately 2.5 years using crossover method ► Pro forma capital ratios well in excess of regulatory minimums ► Conservative and achievable cost savings assumptions ( 26.5% of operating expenses) ► Comprehensive due diligence – reviewed 49% of KTYB’s loan portfolio, including 88% of loans above $1 million ► Compatible management teams with shared focus on conservative underwriting ► Retention of key personnel – Louis Prichard (current CEO) to become Central Kentucky Market President Accelerates Strategic Goals Financially Attractive Low Risk

Page 5 Rank Institution (ST) Number of Branches Deposits in Market ($M) Market Share (%) 1 PNC Financial Services Group (PA) 79 10,618 10.8 2 JPMorgan Chase & Co. (NY) 49 7,872 8.0 3 Fifth Third Bancorp (OH) 81 7,508 7.6 4 Truist Financial Corp. (NC) 73 6,128 6.2 5 U.S. Bancorp (MN) 97 5,096 5.2 7 Combined 50 4,011 4.1 8 Stock Yards Bancorp Inc. (KY) 31 3,061 3.1 22 Kentucky Bancshares Inc. (KY) 19 951 1.0 Strategic Expansion Into Central Kentucky Source: S&P Global Market Intelligence and Commerce Lexington Economic Development. Deposit data as of 6/30/20 and is pro for ma for pending or recently completed transactions. (1) Pro forma does not reflect purchase accounting or merger adjustments. Financial data as of 12/31/20. Louisville Indianapolis Lexington - Fayette Frankfort Cincinnati Columbus Dayton 70 65 75 71 74 70 64 64 Indiana Ohio Kentucky SYBT ( 44 ) KTYB ( 19 ) Pro Forma Branch Footprint Notable Employers in Lexington MSA Kentucky Deposit Market Share Lexington - Fayette, KY MSA Market Share Pro ($ in millions) SYBT KTYB Forma (1) Locations 44 19 63 Assets $4,609 $1,240 $5,848 Gross Loans HFI 3,532 767 4,298 Deposits 3,989 979 4,967 Rank Institution (ST) Number of Branches Deposits in Market ($M) Market Share (%) 1 Central Bancshares Inc. (KY) 18 1,948 15.4 2 JPMorgan Chase & Co. (NY) 14 1,942 15.4 3 Fifth Third Bancorp (OH) 12 1,431 11.3 4 PNC Financial Services Group (PA) 12 1,228 9.7 5 Traditional Bancorp. Inc. (KY) 9 1,039 8.2 7 Kentucky Bancshares Inc. (KY) 12 580 4.6

Page 6 Overview of Kentucky Bancshares, Inc. (1) Based on KTYB closing common stock price of $19.01 as of 1/25/21. (2) NPLs include nonaccrual loans (less portion guaranteed by US government), loans 90+ days past due and TDRs. NPAs include NPLs an d OREO. (3) As of 12/31/20, the PPP loan balance was approximately $41 million. Company Highlights Branch Footprint 64 75 KTYB ( 19 ) 19 locations, serving 11 communities Lexington is the economic engine for Central KY Strategically located along I - 75 & I - 64 corridors KENTUCKY Lexington - Fayette Richmond Nicholasville Georgetown Winchester Danville Paris Versailles Morehead Wilmore Sandy Hook Cynthiana Headquarters Paris, KY Total FTEs 236 Founded 1851 Ticker KTYB (OTCQX) Market Capitalization ($M) (1) $113 Balance Sheet Highlights 12/31/20 Total Assets $1,239,505 Total Gross Loans HFI 766,871 Total Deposits 978,604 Total Equity 128,342 LTM Profitability 12/31/20 Net Income $11,697 ROAA 0.97% Net Interest Margin 3.28% Efficiency Ratio 72.9% Capitalization TCE Ratio (ex. PPP) (3) 9.7% Leverage Ratio 9.9% Asset Quality (2) Reserves / Gross Loans HFI (ex. PPP) (3) 1.36% NCOs / Avg. Loans 0.04% NPAs / Assets 0.48% Reserves / NPLs 187.7% Loan Modifications / Gross Loans HFI (ex. PPP) (3) 0.2%

Page 7 Complementary Franchises Construction 8% Resi. R.E. 1 - 4 Fam. 13% O.O. CRE 15% Non - O.O. CRE 21% Multifamily 3% C&I 38% Consumer 1% Other 1% Construction 2% Resi. R.E. 1 - 4 Fam. 38% O.O. CRE 19% Non - O.O. CRE 14% Multifamily 6% C&I 11% Consumer 3% Other 7% Construction 7% Resi. R.E. 1 - 4 Fam. 18% O.O. CRE 15% Non - O.O. CRE 19% Multifamily 4% C&I 33% Consumer 2% Other 2% Noninterest - bearing 30% Other Transaction Accounts 33% MMDA / Savings / Other 25% Time <$100,000 6% Time ≥$100,000 6% Noninterest - bearing 30% Other Transaction Accounts 34% MMDA / Savings / Other 26% Time <$100,000 5% Time ≥$100,000 5% Noninterest - bearing 32% Other Transaction Accounts 28% MMDA / Savings / Other 22% Time <$100,000 8% Time ≥$100,000 10% $3.5B $0.8B $4.3B $4.0B $ 1.0 B $5.0B Note: Data as of 12/31/20. Excludes loans held for sale. (1) Pro forma does not reflect purchase accounting or merger adjustments. Pro Forma (1) Loan Portfolio Deposit Composition Note: $550M in PPP Note: $41M in PPP

Page 8 Transaction Overview (1) Based on SYBT closing common stock price of $42.24 as of 1/25/21. (2) Based on KTYB financials as of 12/31/20. (3) Reflects the addition of $ 7.6 million in after - tax cost savings. Consideration Key Pricing Multiples (1)(2) Pro Forma Ownership Management & Board of Directors Timing and Approvals ► Approximately $190 million deal value, or $31.78 per KTYB share (1) ► 0.640 shares of SYBT common stock and $4.75 per share in cash for each KTYB share ► Stock / cash mix ~85% / ~15% ► Price / Tangible Book Value Per Share: 1.65x ► Price / 2020 EPS: 16.2x ► Price / 2020 EPS + Fully Phased Cost Savings (3) : 9.8x ► ~86% SYBT existing shareholders ► ~14% KTYB current shareholders ► Louis Prichard, currently CEO, to join SYBT as Central Kentucky Market President ► 2 KTYB board members to join the Board of Directors of SYBT ► Targeted closing date in second quarter of 2021 ► Customary regulatory approvals and closing conditions ► Approval of KTYB shareholders

Page 9 Key Merger Assumptions & Financial Impact (1) Aggregate dollar amounts are based on 12/31/20 financials for KTYB. Reflects the credit adjustment based on initial evaluati on of acquired loans which is subject to change and will be finalized at closing. (2) Pro forma financials assume a deal closing 6/30/21. See Appendix for additional detail. ► ~26.5% cost savings, 50% realized in remainder of 2021 and 100% thereafter ► Revenue synergies identified, but not included in financial modeling ► Pre - tax one - time restructuring charges of ~$26.8 million, 100% modeled against equity at close ► Pre - tax write - down on other assets of ~$4.8 million ► Core deposit intangible of 0.50% of non - time deposits, amortized using sum - of - the - years digits (SYD) method over 10 years ► Gross loan credit mark of ~$16.3 million or 2.25% of KTYB loans HFI (ex. PPP) − PCD loan credit mark: ~$10.6 million (recorded as ACL) − Non - PCD loan credit mark: ~$5.7 million, accreted to income over life of loans ► Day 2 CECL reserve of ~$5.7 million (1.0x Non - PCD mark, assumed at closing) ► ~12.5% accretion to 2022 EPS (first full year) ► Tangible book value per share dilution at close of ~4% earned back in ~2.5 years (crossover method) ► Pro forma TCE / TA ~9.5% and Total RBC Ratio ~13% at close Key Assumptions Credit Mark & CECL Assumptions (1) Financial Impact (2)

Page 10 Comprehensive Due Diligence Disciplined Acquiror ► SYBT is an experienced acquirer; third transaction since 2012 ► Long track record of growing earnings and tangible book value Conservative Diligence Approach ► Comprehensive and collaborative process including business, operational, credit, financial, legal, HR and regulatory ► Extensive diligence and discussion period – including diligence in early 2020 (pre - COVID) and restarting in late 2020 ► Detailed review of revenue and expense structure to determine potential synergies ► Heightened focus on credit and interest rate risk, in light of the pandemic ► Multiple discussions of performance trends and credit migration through 2020. SYBT’s most experienced credit team reviewed a significant portion of the loan portfolio: − Reviewed 49% of the loan portfolio, excluding PPP balances − Reviewed 88% of loans with balances above $1 million ► 3 rd party credit review of the Kentucky Bank loan portfolio, in addition to internal review ► Long relationship between executives at both companies

Page 11 Transaction Highlights x Natural extension of existing footprint into attractive Central Kentucky markets x Builds upon strengths and enhances scale, profitability and performance x Attractive financial returns with strong EPS accretion and short tangible book value earnback x Further diversifies combined loan portfolio across asset classes and markets x Detailed and robust due diligence process x Shared values – culture, leadership & strategic familiarity x Lower risk, in - state transaction benefitting from a successful and prudent integration track record

Page 12 Appendix

Page 13 Illustrative Earnings Per Share Impact Note: SYBT net income estimates are based on mean wall street consensus EPS estimates as compiled and reported by FactSet . KTYB net income as estimated by SYBT management. Purchase accounting adjustments illustrated above remain subject to change and will be finalized at closing. (1) Other Adjustments include opportunity cost of cash and fair market value amortization relating to the securities port fol io. 2022E GAAP EPS ($ in millions, except per share) Accretion SYBT 2022E Consensus Mean Net Income Estimate $53.1 KTYB 2022E Net Income Estimate 10.0 After-Tax Transaction Adjustments: Cost Savings (100% Realized in 2022) $7.6 Accretion of Non-PCD Credit Mark ("Double-Dip") 1.1 Core Deposit Intangible Amortization (0.5) Other Adjustments (1) (1.5) Pro Forma 2022E SYBT Net Income $69.8 Pro Forma Average Fully Diluted Shares 26.6 SYBT 2022E Standalone EPS Estimate $2.33 Pro Forma 2022E EPS Estimate $2.62 $ EPS Accretion to SYBT $0.29 % EPS Accretion to SYBT 12.5%

Page 14 Illustrative Tangible Book Value Per Share Impact Note: Purchase accounting adjustments as illustrated above remain subject to change and will be finalized at closing. (1) Based on 0.640x exchange ratio and SYBT closing common stock price of $42.24 as of 1/25/21. (2) Based on expectations and assumptions as of announcement date, subject to change at transaction closing. (3) Restructuring costs allocated to SYBT, assuming all restructuring costs are accrued at closing. (4) Estimated KTYB tangible common equity at close per SYBT management. (5) One - time costs allocated to KTYB on a preliminary basis. (6) Based on when pro forma tangible book value per share crosses over and begins to exceed standalone SYBT tangible book value p er share. Tangible Book Value Dilution Intangibles Created Millions of $ Millions $ Millions Shares $ Per Share Deal Value $189.5 SYBT Standalone KTYB TCE at Close (4) $117.4 SYBT Tangible Book Value at December 31, 2020 $426.2 22.7 $18.78 ( + ) KTYB After-Tax Restructuring Costs (5) (4.1) ( + ) 2 Quarters Consensus Earnings to Close 25.9 ( + ) Net After-Tax Credit Mark (4.9) ( + ) 2 Quarters Consensus Dividends to Close ($0.27 Per Quarter) (12.3) ( + ) After-Tax OREO Mark (0.1) ( + ) Amortization of Existing Core Deposit Intangibles to Close 0.2 ( + ) After-Tax Other Assets Mark (3.7) SYBT Standalone TBV at Close $440.1 22.7 $19.39 Adjusted Tangible Book Value $104.6 Pro Forma Excess Over Adjusted TBV $84.9 SYBT Standalone TBV at Close $440.1 22.7 $19.39 ( + ) Core Deposit Intangible Created (4.0) ( + ) Equity Consideration to KTYB (1) 161.2 3.8 ( + ) DTL on CDI 0.9 ( + ) Total Intangibles Created (2) (85.8) Goodwill Created $81.7 ( + ) SYBT After-Tax Restructuring Costs (3) (16.5) ( + ) Establish ACL on KTYB Non-PCD Loans ("Double-Dip") (4.4) Total Intangibles Created (2) $85.8 SYBT Pro Forma TBV at Close $494.5 26.5 $18.66 SYBT (Dilution) - $ ($0.74) SYBT (Dilution) - % (3.8%) TBVPS Earnback (Crossover Method) (6) ~ 2.5 Years

Page 15 Strong Pro Forma Reserve Coverage ($ in millions) SYBT KTYB Pro Forma Loan Balances (ex. PPP) $2,981.4 $725.4 $3,706.8 SYBT Allowance for Credit Losses $51.9 Credit Mark and CECL Reserve Combined $22.0 Existing ACL plus Credit Mark and CECL Reserve Created $73.9 Pro Forma Credit Risk Coverage with ACL and Credit Mark 1.99% (1) (2) Note: Financial data as of 12/31/20. Purchase accounting adjustments as illustrated above remain subject to change and will b e f inalized at closing. (1) Calculated as 12/31/20 gross loans held for investment less PPP loan balances of $550 million and $41 million for SYBT and KTYB, respectively. (2) Equal to ~$16.3 million gross credit mark plus ~$5.7 million Day 2 CECL reserve. Illustrative Pro Forma As If Completed December 31, 2020