Form 4: CrossFirst Bankshares Director Rod Brenneman Reports Share Disposals Following Merger with First Busey Corporation
SEC Form 4
Director Rod Brenneman reports the disposal of CrossFirst Bankshares stock and preferred stock following the merger with First Busey Corporation, where shares were converted into First Busey Corporation stock and cash.
Summary
- Rod Brenneman, a director and Chairman of the Board of CrossFirst Bankshares, filed a Form 4 detailing changes in beneficial ownership.
- The filing is related to the merger between CrossFirst Bankshares and First Busey Corporation, which occurred on March 1, 2025.
- As a result of the merger, CrossFirst Bankshares common stock held directly by Brenneman (53,311 shares) and indirectly through the Brenneman Living Trust (198,384 shares) was disposed of.
- These shares were converted into the right to receive 0.6675 shares of First Busey Corporation common stock per CrossFirst share, plus cash in lieu of fractional shares.
- Additionally, 100 shares of Series A Non-Cumulative Perpetual Preferred Stock held indirectly through the Brenneman Living Trust were converted into Series A Non-Cumulative Perpetual Preferred Stock of Busey.
- The merger agreement was initially entered into on August 26, 2024.
Sentiment
Score: 6
Explanation: The sentiment is neutral as it primarily reports a completed transaction (merger). There are no indications of significant positive or negative impacts beyond the expected consequences of the merger.
Future Outlook
The document does not contain forward-looking statements beyond the completion of the merger.
Industry Context
This announcement reflects ongoing consolidation trends within the banking industry, where smaller banks merge with larger entities to achieve economies of scale and expand their market presence.
Comparison to Industry Standards
- Mergers between regional banks like CrossFirst and First Busey are common in the US banking sector.
- Similar transactions include the acquisition of Hope Bancorp by Bank of Hope, and the merger of equals between Independent Bank Group and Texas Capital Bancshares.
- The conversion ratio of 0.6675 shares of Busey for each CrossFirst share is within the typical range for bank mergers, reflecting the relative valuations of the two companies at the time the deal was struck.
Stakeholder Impact
- Shareholders of CrossFirst Bankshares received shares of First Busey Corporation and cash as a result of the merger.
- The merger may impact employees of both CrossFirst Bankshares and First Busey Corporation due to potential synergies and restructuring.
Key Dates
| Date | Description |
|---|---|
| 2012-11-02 | Date of Brenneman Living Trust |
| 2024-08-26 | Date of Merger Agreement between CrossFirst Bankshares and First Busey Corporation |
| 2025-03-01 | Date of transaction and effective date of the merger |
| 2025-03-04 | Date of signature on the Form 4 filing |
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