SCHEDULE: Stilwell Group Nominates Directors for IF Bancorp Board

Activist investor Stilwell Group announces intent to nominate two directors to IF Bancorp's board, pushing for a company sale to maximize shareholder value.

Summary

• The Stilwell Group, holding 8.9% of IF Bancorp, Inc. (IROQ) common stock, intends to nominate Scott J. Dworschak and Douglas P. Hutchison Jr. (as an alternate) for election to IROQ's Board of Directors at the 2025 annual meeting.
• The Group believes IF Bancorp has failed to maximize shareholder value and should be sold promptly for the highest available price.
• This action follows a shareholder proposal approved at the 2024 annual meeting, which called for the prompt sale of IF Bancorp, a directive the current board has not yet followed.
• The Federal Reserve Bank of Chicago approved the Stilwell Group's request to increase its ownership in IF Bancorp up to 19.99% on May 14, 2025.
• The Group's investment strategy is to profit from share price appreciation by asserting shareholder rights, believing IF Bancorp's asset value is not adequately reflected in its current market price.
• Nominee Agreements were executed on August 26, 2025, outlining the terms of nomination, expense reimbursement, and indemnification for the proposed directors.
• Stilwell Activist Investments, L.P. recently purchased 3,974 shares of Common Stock on July 16, 2025, at $24.00 per share, totaling $95,376.00.

Sentiment

Score: 3

Explanation: The filing indicates significant dissatisfaction from a major shareholder regarding IF Bancorp's management and strategy, explicitly stating the company has done an 'ineffective job' and its assets are 'not adequately reflected' in the market price. This negative assessment, coupled with the intent to initiate a proxy contest to force a sale, points to a highly contentious situation and poor performance from the shareholder's perspective.

Positives

• The Stilwell Group has a long history of successful activist campaigns, often leading to company sales or significant share repurchases, which could benefit IF Bancorp shareholders.
• The Federal Reserve Bank of Chicago approved the Stilwell Group's request to increase its ownership up to 19.99%, indicating regulatory clearance for increased influence.
• The nomination of new directors could bring fresh perspectives and a stronger focus on maximizing shareholder value, potentially leading to a sale or improved capital allocation.
• The Group's stated purpose is to profit from share price appreciation, aligning with the interests of other shareholders.

Negatives

• The filing indicates a contentious relationship between the Stilwell Group and IF Bancorp's current management/board, as the Group is seeking board representation due to the board's perceived failure to act on a prior shareholder directive for a sale.
• A proxy contest could be costly and distracting for IF Bancorp, potentially diverting resources from core business operations.
• The Stilwell Group explicitly states that IF Bancorp has done an 'ineffective job at maximizing shareholder value,' which is a negative assessment of current management.
• The Group believes the value of IF Bancorp's assets is not adequately reflected in the current market price, suggesting undervaluation.

Risks

• Proxy Contest Risk: The Stilwell Group intends to solicit proxies, which could lead to a contested election at the 2025 annual meeting, creating uncertainty and potential for disruption.
• Management/Board Resistance: IF Bancorp's current board may resist the Stilwell Group's nominees and proposals, prolonging the activist campaign.
• Regulatory Scrutiny: While the Fed approved increased ownership, any further aggressive actions could attract additional regulatory attention.
• Integration Risk: If IF Bancorp is sold, there are inherent risks associated with the integration of the company into an acquirer's operations.
• Shareholder Value Realization Risk: There is no guarantee that the Stilwell Group's actions will ultimately lead to a sale at a maximized price or significant share price appreciation.

Future Outlook

The Stilwell Group intends to seek board representation at IF Bancorp's 2025 annual meeting to push for a company sale, believing it is the best way to maximize shareholder value. They are prepared to solicit proxies to achieve this goal, following a prior shareholder vote in favor of a sale that the current board has not acted upon.

Management Comments

• We believe the Issuer has done an ineffective job at maximizing shareholder value and should be sold at the earliest opportunity for the highest price available.
• At the Issuer's 2024 annual meeting of stockholders, the stockholders approved our proposal (submitted pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended) calling for the prompt sale of the Issuer. Since the Issuer's board has not yet followed the stockholders' directive, we intend to seek board representation to maximize shareholder value at the Issuer.
• Our purpose in acquiring shares of Common Stock of the Issuer is to profit from the appreciation in the market price of the shares of Common Stock through asserting shareholder rights.
• We do not believe the value of the Issuer's assets is adequately reflected in the current market price of the Issuer's Common Stock.

Industry Context

The filing highlights a common activist investor strategy in the financial services sector, particularly with smaller banks or financial institutions (like IF Bancorp, a 'Bancorp'). Activist investors often target companies they believe are undervalued or poorly managed, pushing for strategic changes such as sales, mergers, or increased share repurchases to unlock shareholder value. The Stilwell Group's extensive history in this area (77 other publicly-traded companies since 2000, many of which were banks or financial services firms) demonstrates a specialized approach to this industry, often involving proxy contests and board representation to achieve their objectives.

Comparison to Industry Standards

• The Stilwell Group's strategy of seeking board representation to force a sale or improve capital allocation is a well-established tactic in activist investing, particularly in the banking sector where consolidation is a recurring theme.
• The Group's history includes successful campaigns leading to sales (e.g., Security of Pennsylvania Financial Corp., Cameron Financial Corporation, Community Financial Corp., Montgomery Financial Corporation, 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., Seneca-Cayuga Bancorp, Inc./Generations Bancorp NY, Inc., Provident Bancorp, Inc.) and significant share repurchases (e.g., Oregon Trail Financial Corp., HCB Bancshares, 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., FPIC Insurance Group, Inc., Roma Financial Corp., First Savings Financial Group, Inc., Prudential Bancorp, Inc. of Pennsylvania, 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., Malvern Bancorp, Inc., Pinnacle Bancshares, Inc., Sugar Creek Financial Corp., Provident Financial Holdings, Inc., Cincinnati Bancorp, Inc., Ottawa Bancorp, Inc.). This track record suggests a consistent and often effective approach compared to other activist funds.
• The explicit mention of IF Bancorp's board not following a 'stockholders' directive' from the 2024 annual meeting suggests a governance issue that is not aligned with best practices for shareholder responsiveness.

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 (Sections 13(d)(1) and 13(d)(2) violations). A $75,000 civil monetary penalty was imposed and satisfied.

Related Party Transactions

• Nominee Agreements between The Stilwell Group and its nominees (Scott J. Dworschak and Douglas P. Hutchison Jr.) detail reimbursement of out-of-pocket expenses and indemnification for damages incurred in connection with the nomination process.

Stakeholder Impact

• Shareholders: Potential for increased shareholder value if the Stilwell Group's objectives (company sale, improved capital allocation) are achieved. Risk of prolonged proxy contest and associated costs.
• Management/Board: Increased pressure and potential for significant changes in leadership and strategic direction.
• Employees: Uncertainty regarding future employment if a company sale or significant restructuring occurs.
• Customers/Suppliers: Potential for changes in operations or business relationships if the company is sold or undergoes strategic shifts.

Next Steps

• The Stilwell Group will solicit proxies for the election of Scott J. Dworschak (and potentially Douglas P. Hutchison Jr. as an alternate) to IF Bancorp's Board of Directors at the 2025 annual meeting.
• IF Bancorp's 2025 annual meeting of stockholders will take place.
• The Stilwell Group intends to seek board representation to maximize shareholder value, potentially through a company sale.
• The Nominee Agreements may be publicly disclosed by The Stilwell Group.

Key Dates

Recommendation

The Stilwell Group, a highly experienced activist investor with a strong track record of successfully driving value creation through company sales or significant capital allocation improvements, is actively pursuing board representation at IF Bancorp. Their explicit goal is to force a sale of the company, which they believe is undervalued and poorly managed. The Federal Reserve's approval for them to increase their stake up to 19.99% further strengthens their position. Given their history of achieving their objectives in similar situations, this activist campaign presents a compelling opportunity for significant share price appreciation. The current market price, which the Stilwell Group believes does not adequately reflect the company's asset value, suggests an attractive entry point for investors looking to capitalize on this catalyst.

Keywords

IF Bancorp, IROQ, Stilwell Group, Activist Investor, Proxy Contest, Board Nomination, Shareholder Value, Company Sale, Corporate Governance, SEC Filing, Schedule 13D, Financial Services, Banking