Business Context and Reporting Period
Company: Bank7 Corp.
Filing Type: Form 8-K (Current Report)
Date of Report: September 3, 2026
Event: Entry into a Material Definitive Agreement regarding the acquisition of Century Financial Services Corporation.
Key Financial Metrics
This filing reports on a specific transaction rather than periodic financial performance. Key transaction metrics include:
- Revised Purchase Price: $88,960,000
- Original Purchase Price: $68,000,000
- Final Auction Bid: $91,000,000
- Break-up Fee Credit Applied: $2,040,000
- Target Asset: Approximately 71% of outstanding common stock of Century Financial Services Corporation (estimated 237,136 shares plus additional shares subject to receivership).
Note: The filing text does not provide clear values for Bank7 Corp.'s revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes Versus Prior Period
The primary material change is the amendment to the Stock Purchase Agreement entered into on July 1, 2026. Following a court-supervised auction held on September 3, 2026, Bank7 Corp. was designated the successful bidder. Consequently, the purchase price was increased by $20,960,000 from the original $68.0 million to $88.96 million. This increase reflects the final bid amount less the application of a break-up fee credit.
Guidance, Outlook, Risks, and Contingencies
Conditions to Closing: The transaction is not yet final. Closing remains subject to:
- Entry of a Sale Order by the United States District Court for the District of Arizona.
- Receipt of all required regulatory approvals, specifically including approval from the Board of Governors of the Federal Reserve System.
Management Commentary: The Company confirmed it submitted the highest or best bid at the auction. The Amendment does not modify other material terms of the original Purchase Agreement.
Investor Verification Checklist
- Verify the status of the Court Sale Order in Case No. CV-25-02576-PHX-ROS.
- Confirm receipt of regulatory approval from the Federal Reserve Board.
- Review the full text of the First Amendment to Stock Purchase Agreement (Exhibit 2.1) for detailed terms.
- Monitor for any further updates regarding the exact number of shares to be acquired, as the initial estimate was approximately 71% of outstanding shares.