8-K/A: Bank First Completes Centre 1 Merger, Reveals Pro Forma Financials

Bank First Corporation finalized its merger with Centre 1 Bancorp, Inc., releasing pro forma financials showing immediate earnings per share dilution.

Summary

• Bank First Corporation (BFC) completed its previously announced merger with Centre 1 Bancorp, Inc. (Centre) on January 2, 2026, with BFC as the surviving corporation.
• Centre's wholly-owned subsidiary bank, The First National Bank and Trust Company, merged into BFC's subsidiary bank, Bank First, N.A.
• Centre shareholders received 0.9200 shares of BFC common stock for each Centre common stock share, totaling 1,382,940 BFC shares valued at approximately $168.5 million, plus $0.3 million in cash for fractional shares.
• The unaudited pro forma combined financial information for the twelve months ended December 31, 2025, shows a combined net income of $72,250 thousand and basic earnings per common share of $6.41.
• This compares to BFC's standalone net income of $71,496 thousand and basic earnings per common share of $7.23 for the same period, indicating an immediate dilutive effect.
• The merger resulted in an additional $44.159 million in goodwill and created a $31.893 million core deposit intangible asset, to be amortized over ten years.
• Centre 1 Bancorp, Inc. reported a significant decrease in net income from $6,074 thousand in 2024 to $1,830 thousand in 2025, and basic EPS dropped from $4.16 to $1.22 over the same period.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral-to-slightly negative development in the short term due to immediate EPS dilution for BFC shareholders and Centre 1's declining standalone performance, offset by the strategic rationale of the merger and potential long-term synergies not yet reflected.

Positives

• Centre 1 Bancorp's total assets increased slightly from $1,578,780 thousand in 2024 to $1,602,963 thousand in 2025.
• Centre 1 Bancorp's stockholders' equity significantly increased from $100,242 thousand in 2024 to $118,176 thousand in 2025.
• Centre 1 Bancorp's net interest income before provision for credit losses increased from $35,447 thousand in 2024 to $41,397 thousand in 2025.
• Centre 1 Bancorp's provision for credit losses significantly decreased from $1,265 thousand in 2024 to $219 thousand in 2025, indicating improved credit quality or lower expected losses.
• Both Centre 1 Bancorp and its subsidiary bank were categorized as 'well capitalized' under regulatory frameworks as of December 31, 2025 and 2024.

Negatives

• Centre 1 Bancorp's net income significantly decreased from $6,074 thousand in 2024 to $1,830 thousand in 2025.
• Centre 1 Bancorp's basic earnings per share declined sharply from $4.16 in 2024 to $1.22 in 2025.
• Centre 1 Bancorp experienced a significant decrease in noninterest income from $19,471 thousand in 2024 to $12,862 thousand in 2025, primarily due to a $5,146 thousand loss on sale of investments in 2025.
• Centre 1 Bancorp's total noninterest expense increased from $46,129 thousand in 2024 to $53,073 thousand in 2025.
• The pro forma combined basic earnings per common share of $6.41 is lower than Bank First Corporation's standalone basic earnings per common share of $7.23 for the twelve months ended December 31, 2025, indicating immediate dilution for BFC shareholders.

Risks

• Forward-looking statements, including pro forma financial information, are based on preliminary estimates and assumptions that could cause actual results to differ materially.
• The actual performance of the Company may differ materially from forward-looking statements due to risks detailed in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, and other SEC filings.
• Many factors influencing actual results are beyond the Company's ability to control or predict.
• The Company is exposed to credit risk in off-balance-sheet financial instruments such as commitments to extend credit and standby letters of credit.
• The ability of debtors to honor their contracts is dependent on the economic conditions of the counties surrounding the Bank, indicating a concentration of credit risk.

Future Outlook

The pro forma combined financial information is based on preliminary estimates and assumptions, and actual results could differ materially. The Company cautions that forward-looking statements are not guarantees of future performance and involve risks and uncertainties. While cost savings from operating synergies are anticipated, they have not been incorporated into the pro forma adjustments.

Management Comments

• Management believes that the assumptions utilized in recording its obligations under the Supplemental Retirement Plan (SERP) are appropriate based on its experience and market conditions.
• Management does not believe any individual unrealized loss on investment securities as of December 31, 2025 and 2024 represents other than temporary impairment.
• Management believes as of December 31, 2025, the Bank and Company meet all capital adequacy requirements to which they are subject.

Industry Context

StockSavvy.ai notes that this merger represents a continuation of the consolidation trend within the U.S. regional banking sector, as institutions seek scale, expanded market reach, and operational efficiencies to navigate a competitive landscape and evolving regulatory environment. The integration of Centre 1 Bancorp into Bank First Corporation aims to strengthen BFC's presence in southern Wisconsin and northern Illinois.

Comparison to Industry Standards

• The immediate dilution in EPS for Bank First Corporation post-merger is not uncommon in banking acquisitions, as synergies often take time to materialize and purchase accounting adjustments can impact short-term profitability. For example, similar dilutive effects were observed in some regional bank mergers in 2023-2024, such as the acquisition of First Horizon by TD Bank (though that deal was ultimately terminated) or smaller community bank integrations, where initial EPS accretion was often projected over 12-24 months.
• Centre 1 Bancorp's significant decline in net income and EPS from 2024 to 2025, partly driven by a loss on investment sales, suggests a challenging operating environment or specific internal issues prior to the merger. This performance contrasts with some more stable regional banks that managed to maintain or slightly grow earnings in a volatile interest rate environment during the same period, indicating Centre 1 may have been an underperforming asset for BFC to acquire and turn around.
• The creation of substantial goodwill ($44.159 million additional) and a core deposit intangible ($31.893 million) is typical for bank acquisitions, reflecting the premium paid over the fair value of identifiable net assets and the value attributed to stable deposit bases. This is consistent with transactions like the acquisition of Sterling Bancorp by Webster Financial, where significant intangibles were recorded.

Legal Proceedings

• The Company and the Bank are involved in various legal proceedings in the normal course of business, which management believes would not have a material adverse effect on the consolidated financial statements.

Related Party Transactions

• Loans outstanding to certain directors and executive officers of the Company and Bank, and their related interests, totaled $8,386 thousand at December 31, 2025, down from $11,600 thousand at December 31, 2024.
• Deposit balances held by certain directors and executive officers, and their related interests, totaled $7,458 thousand at December 31, 2025, down from $7,699 thousand at December 31, 2024.
• No new loans were made to directors and executive officers during 2025.

Stakeholder Impact

• Shareholders of Bank First Corporation face immediate earnings per share dilution, but may benefit from long-term synergies and expanded market presence.
• Shareholders of Centre 1 Bancorp, Inc. received BFC common stock and cash, completing their exit from Centre.
• Employees of Centre 1 Bancorp, Inc. are now part of Bank First Corporation, subject to integration and potential restructuring.
• Customers of Centre 1 Bancorp, Inc. will transition to Bank First, N.A., potentially benefiting from a larger banking network and broader services.

Next Steps

• Amortization of the core deposit intangible over a ten-year period.
• Ongoing impairment analysis for the newly created goodwill.
• Integration activities to realize future cost savings and operating efficiencies, though these are not yet reflected in pro forma financials.

Key Dates

Recommendation

The immediate pro forma earnings per share dilution for Bank First Corporation, coupled with Centre 1 Bancorp's significant decline in standalone net income and EPS in 2025, suggests short-term headwinds. While the merger offers strategic benefits and potential long-term synergies, these are not yet quantifiable. A seasoned investor would likely 'hold' to observe the integration process, the realization of anticipated cost savings, and the combined entity's performance in subsequent reporting periods before making a more definitive investment decision.

Keywords

Bank First Corporation, Centre 1 Bancorp, Merger, Acquisition, 8-K/A, Financial Statements, Pro Forma, Banking, Financial Services, Earnings Per Share, Goodwill, Core Deposit Intangible, SEC Filing