SCHEDULE: Stilwell Activist Fund Sells IF Bancorp Shares

Stilwell Activist Fund reports selling shares of IF Bancorp following the Issuer's announced sale, expressing support for the transaction.

Summary

• This is the Fifth Amendment to the Schedule 13D for IF Bancorp, Inc., filed by Stilwell Activist Fund, Stilwell Activist Investments, Stilwell Value LLC, and Joseph Stilwell (the "Group").
• The Group collectively beneficially owns 245,180 shares of Common Stock, representing approximately 7.3% of the 3,351,526 shares outstanding as of December 18, 2025.
• The Group has sold shares of Common Stock following IF Bancorp's announced sale to ServBanc Holdco, Inc.
• The Group's initial purpose in acquiring shares was to profit from market price appreciation by asserting shareholder rights.
• Key actions included submitting a shareholder proposal for the prompt sale of the Issuer (approved at the 2024 annual meeting), receiving Federal Reserve approval to buy additional shares up to 19.99%, nominating Scott J. Dworschak as a director, and entering into a standstill agreement that led to his appointment to the board.
• The standstill agreement also stipulates that if the Issuer fails to substantially implement the matters approved by stockholders at its 2024 Annual Meeting after March 31, 2026, the Group will select an additional nominee to the board.
• Since 2000, the Group has taken activist positions in 78 other publicly-traded companies, consistently aiming to profit from share appreciation by asserting shareholder rights and addressing perceived undervaluation.

Sentiment

Score: 8

Explanation: The filing indicates a successful outcome for the activist investor, as the company they targeted for sale has announced an acquisition. The group's objectives of asserting shareholder rights and profiting from appreciation appear to be met, and they express satisfaction with the transaction. The sale of shares by the activist group suggests they are realizing their gains.

Positives

• IF Bancorp announced its sale to ServBanc Holdco, Inc., a transaction that the Group supports.
• The Group's shareholder proposal calling for the prompt sale of the Issuer was approved by stockholders at the 2024 Annual Meeting.
• Scott J. Dworschak, nominated by the Group, was appointed to IF Bancorp's board of directors.
• The Federal Reserve Bank of Chicago did not object to the Group's request to buy additional shares of the Issuer up to 19.99%.

Risks

• Stilwell Value LLC consented to an SEC administrative cease and desist order on September 25, 2024, for failing to timely file certain beneficial ownership reports (Section 13(d)(1) and 13(d)(2) violations), resulting in a $75,000 civil monetary penalty which has been satisfied.
• The Standstill Agreement limits the Group's ability to solicit proxies, initiate shareholder proposals, seek additional board representatives (beyond Mr. Dworschak or a replacement), oppose board proposals, vote for non-board nominated directors, seek control over management, propose mergers/sales, initiate litigation, or acquire additional shares without the Issuer's written consent.
• There is a potential for the Issuer to fail to substantially implement matters approved by stockholders at the 2024 Annual Meeting after March 31, 2026, which would trigger the Group's right to select an additional board nominee.

Future Outlook

The Group may seek to make additional purchases or sales of shares of Common Stock, subject to the terms of the Standstill Agreement. They may also, at any time and from time to time, review or reconsider their positions and formulate new plans or proposals related to IF Bancorp.

Industry Context

This filing highlights the ongoing trend of activist investors, particularly in the financial sector, driving strategic changes such as company sales or improved capital allocation. Stilwell Activist Fund's extensive history demonstrates a consistent and often successful strategy of acquiring stakes in community banks, asserting shareholder rights, and pushing for value-maximizing events, which can significantly influence corporate governance and market dynamics within the industry.

Comparison to Industry Standards

• The Group has a long history, since 2000, of taking activist positions in 78 other publicly-traded companies, primarily in the financial sector, consistently aiming to profit from share appreciation by asserting shareholder rights and addressing perceived undervaluation.
• Past successes include 26 issuers sold or merged after the Group asserted shareholder rights, such as Security of Pennsylvania Financial Corp., Cameron Financial Corporation, Community Financial Corp., Jefferson Bancshares, Inc., FedFirst Financial Corporation, SP Bancorp, Inc., TF Financial Corporation, Fairmount Bancorp, Inc., Harvard Illinois Bancorp, Inc., Eureka Financial Corp., United-American Savings Bank, Polonia Bancorp, Inc., Georgetown Bancorp, Inc., Wolverine Bancorp, Inc., First Federal of Northern Michigan Bancorp, Inc., Jacksonville Bancorp, Inc., Anchor Bancorp, Hamilton Bancorp, Inc., Ben Franklin Financial, Inc., Alcentra Capital Corp, First Advantage Bancorp, Central Federal Bancshares, Inc., Carroll Bancorp, Inc., Brunswick Bancorp, ICC Holdings, Inc., and Seneca-Cayuga Bancorp, Inc./Generations Bancorp NY, Inc.
• The Group also successfully seated directors on the boards of 13 issuers that were subsequently sold or merged, including Oregon Trail Financial Corp., HCB Bancshares, Inc., SCPIE Holdings Inc., American Physicians Capital, Inc., Colonial Financial Services, Inc., Naugatuck Valley Financial Corporation, Fraternity Community Bancorp, Inc., Sunshine Financial, Inc., Delanco Bancorp, Inc., Poage Bankshares, Inc., HopFed Bancorp, Inc., MB Bancorp, Inc., and Provident Bancorp, Inc.
• In 21 cases, the Group exited activist positions after issuers took steps to maximize shareholder value without a sale, such as FPIC Insurance Group, Inc., Roma Financial Corp., First Savings Financial Group, Inc., Prudential Bancorp, Inc. of Pennsylvania, United Insurance Holdings Corp., Home Federal Bancorp, Inc. of Louisiana, Standard Financial Corp., Alliance Bancorp, Inc. of Pennsylvania, ASB Bancorp, Inc., United Community Bancorp, West End Indiana Bancshares, Inc., William Penn Bancorp, Inc., First Financial Northwest, Inc., Alamogordo Financial Corp., Malvern Bancorp, Inc., FSB Community Bankshares, Inc., Pinnacle Bancshares, Inc., Sugar Creek Financial Corp., Provident Financial Holdings, Inc., West Town Bancorp, Inc., NorthEast Community Bancorp, Inc., Parkway Acquisition Corp., Wayne Savings Bancshares, Inc., and Cincinnati Bancorp, Inc.
• The Group currently has directors serving on the boards of Kingsway Financial Services Inc., Sound Financial Bancorp, Inc., Wheeler Real Estate Investment Trust, Inc., Ottawa Bancorp, Inc., and Silvergate Capital Corporation.
• The Group is actively working with or intends to gain board representation at CIB Marine Bancshares, Inc., U & I Financial Corp., Central Plains Bancshares, Inc., Catalyst Bancorp, Inc., Peoples Financial Corporation, and Lake Shore Bancorp, Inc.

Management Changes

Corporate Governance

Legal Proceedings

• Stilwell Value LLC consented to an SEC administrative cease and desist order on September 25, 2024, for failing to timely file certain beneficial ownership reports (Section 13(d)(1) and 13(d)(2) violations). The Order required Stilwell Value LLC to cease and desist from future violations and imposed a $75,000 civil monetary penalty, which has been satisfied.
• The filing references Schedule A, which details numerous past legal proceedings and proxy contests related to the Group's activist history with other companies, including lawsuits over shareholder lists, derivative actions, and proxy solicitations.

Stakeholder Impact

• Shareholders: The announced sale of IF Bancorp to ServBanc Holdco, Inc. is expected to provide a return on investment, particularly for the activist Group that advocated for the sale. The Group's sale of shares indicates they are realizing value from this outcome.
• Management/Board: The appointment of an activist-nominated director and the agreement to consider further board appointments if shareholder-approved initiatives are not met suggest increased accountability and potential shifts in strategic direction for the company's leadership.

Next Steps

• The Group may seek to make additional purchases or sales of shares of Common Stock, subject to the Standstill Agreement.
• The Group may, at any time and from time to time, review or reconsider their positions and formulate plans or proposals.
• If, after March 31, 2026, the Issuer fails to substantially implement the matters approved by stockholders at its 2024 Annual Meeting, the Group will select an additional nominee to the board.

Key Dates

Recommendation

The filing details the successful culmination of an activist campaign by Stilwell Activist Fund, which advocated for the sale of IF Bancorp. The company has now announced its sale, and the activist group is selling its shares, indicating a realization of their investment thesis. This outcome is generally favorable for shareholders, suggesting that the activist's intervention led to value maximization.

Keywords

IF Bancorp, Stilwell Activist Fund, Schedule 13D, Activist Investor, Shareholder Rights, Corporate Governance, Bank Acquisition, ServBanc Holdco, Common Stock, SEC Filing, Proxy Solicitation, Board Appointment, Standstill Agreement