8-K: Bank First Completes Centre 1 Bancorp Acquisition

Bank First Corporation has successfully completed its merger with Centre 1 Bancorp, Inc., expanding its services and regional presence.

Summary

• Bank First Corporation (BFC) completed its previously-announced merger with Centre 1 Bancorp, Inc. (Centre) effective January 1, 2026.
• Centre merged with and into BFC, and Centre's wholly-owned subsidiary bank, The First National Bank and Trust Company, merged with and into BFC's subsidiary bank, Bank First, N.A.
• Former Centre shareholders received 0.9200 of a share of BFC common stock for each share of Centre common stock, plus cash in lieu of fractional shares.
• BFC issued approximately 1,382,978 shares of its common stock to former Centre shareholders as a result of the mergers.
• Bank First is expanding its services to include trust and wealth management, integrating a skilled team from First National Bank and Trust.
• The combined organization will operate 38 branch locations across Wisconsin and the Stateline area of Illinois, with approximately $6 billion in assets.
• First National Bank and Trust will continue to operate as a division of Bank First until a planned system conversion in May 2026, when all locations will transition to the unified Bank First brand and digital banking platform.

Sentiment

Score: 8

Explanation: The completion of the merger is a significant strategic positive, expanding Bank First's footprint, asset base, and service offerings, particularly into wealth management. While there are integration risks and dilution, the overall tone and outcome are favorable for growth.

Positives

• Expansion of services to include trust and wealth management, integrating a skilled team from First National Bank and Trust.
• Customers now have access to a comprehensive suite of wealth planning, trust administration, and investment management services.
• The combined organization will operate 38 branch locations across Wisconsin and the Stateline area of Illinois, strengthening its regional presence.
• The combined entity boasts approximately $6 billion in assets, enhancing its ability to serve individuals, businesses, and communities.
• The partnership brings together two long-standing, community-focused institutions committed to responsive, relationship-based banking.
• Strengthens the ability to serve customers with greater capabilities and expanded services.

Negatives

• Dilution caused by Bank First's issuance of approximately 1,382,978 additional shares of its common stock in the merger transaction.

Risks

• Cost savings and any revenue synergies from the merger may not be realized or may take longer than anticipated.
• Disruption from the merger with customers, suppliers, employees, or other business partners.
• Risk of successful integration of Centre's business into Bank First.
• The amount of the costs, fees, expenses, and charges related to the merger.
• Reputational risk and the reaction of customers, suppliers, employees, or other business partners to the merger.
• The integration of Centre's operations into the operations of Bank First may be materially delayed or will be more costly or difficult than expected.
• The dilution caused by Bank First's issuance of additional shares of its common stock in the merger transaction.
• The diversion of management time on issues related to the merger.
• The ability of Bank First to effectively manage the larger and more complex operations of the combined company following the merger.
• General competitive, economic, political, and market conditions.

Future Outlook

The combined entity plans a system conversion in May 2026, at which point all former First National Bank and Trust locations will transition to the unified Bank First brand and digital banking platform. The company expects to strengthen its ability to serve customers across Wisconsin and the Stateline area of Illinois with greater capabilities and expanded services, including new trust and wealth management offerings.

Management Comments

• "This partnership brings together two long-standing, community-focused institutions committed to responsive, relationship-based banking."
• "Together, we strengthen our ability to serve customers across Wisconsin and the Stateline area of Illinois with greater capabilities and expanded services."

Industry Context

This acquisition reflects a trend in the regional banking sector towards consolidation, where smaller community banks merge to achieve greater scale, expand service offerings (like wealth management), and enhance competitive positioning against larger financial institutions. The focus on "relationship-based banking" and "community-focused institutions" suggests a strategy to leverage local ties while expanding geographic reach and service breadth.

Management Changes

Corporate Governance

Stakeholder Impact

• **Shareholders (BFC):** Experience dilution due to the issuance of new shares, but potentially benefit from increased scale, diversified services, and enhanced market position.
• **Shareholders (Centre):** Received BFC common stock and cash for fractional shares, completing their investment in Centre.
• **Customers (Combined):** Gain access to expanded services, including trust and wealth management, and a larger branch network. Existing customers of both entities will continue to work with familiar local teams during the transition.
• **Employees (Combined):** Integration of teams, particularly the skilled trust and wealth management team from First National Bank and Trust. Potential for new opportunities within a larger organization, but also integration challenges.
• **Communities:** The combined entity strengthens its ability to serve communities across Wisconsin and the Stateline area of Illinois with greater capabilities.

Next Steps

• First National Bank and Trust will continue to operate as a division of Bank First until May 2026.
• Planned system conversion in May 2026, at which time all locations will transition to the unified Bank First brand and digital banking platform.
• BFC intends to file financial statements of the acquired business and pro forma financial information under Form 8-K/A no later than 71 calendar days after the 8-K filing date.

Key Dates

Keywords

Bank First Corporation, BFC, Centre 1 Bancorp, Centre, Merger, Acquisition, Banking, Financial Services, Wealth Management, Trust Services, Wisconsin, Illinois, Regional Bank, Community Bank