Business Context and Reporting Period
Company: Bank7 Corp. (BSVN)
Filing Type: Form 8-K (Current Report)
Date of Report: September 16, 2026
Event: Entry into a Material Definitive Agreement (Agreement and Plan of Merger) with Century Financial Services Corporation ("Century").
Key Financial Metrics and Transaction Terms
This filing details a merger transaction rather than periodic financial performance. Key financial terms of the agreement include:
- Total Merger Consideration: $70,000,000 in cash plus 1,232,657 shares of Bank7 Corp. common stock.
- Per-Share Consideration for Century Shareholders: $210.41 in cash and 3.7052 shares of Bank7 common stock for each share of Century common stock.
- Termination Fee: $7,320,000 payable by Century to Bank7 under certain circumstances.
- Phantom Stock: Outstanding phantom stock plan units under the Century Bank 2017 Phantom Stock Plan will vest and convert to cash payments.
Note: The filing text does not provide specific revenue, profit, cash flow, margin, debt, or liquidity metrics for Bank7 Corp. or Century for any reporting period.
Material Changes and Transaction Structure
Merger Structure: Century will merge with and into Bank7 Corp., with Bank7 as the surviving entity. Subsequently, Century's wholly-owned bank subsidiary, Century Bank, will merge into Bank7's wholly-owned bank subsidiary, Bank7.
Strategic Context: This merger is being pursued in lieu of a previously contemplated stock purchase transaction with the Receiver. Bank7 retains rights under the original Purchase Agreement and intends to proceed with that purchase if the Merger Agreement is terminated or does not occur.
Board Approval: The Merger Agreement was approved unanimously by the Boards of Directors of both Bank7 and Century.
Guidance, Outlook, Risks, and Conditions
Conditions to Closing: Completion is subject to:
- Approval by Century common stockholders.
- Required regulatory approvals, including the Board of Governors of the Federal Reserve System and Court approvals related to the Receivership Proceeding.
- Absence of legal restraints prohibiting the merger.
- Receipt of tax opinions qualifying the merger as a reorganization under Section 368(a) of the Internal Revenue Code.
- Accuracy of representations and warranties and absence of material adverse effects.
Timeline: The transaction must be consummated by November 30, 2026, subject to extension to June 30, 2027 if regulatory approvals remain outstanding.
Risks and Contingencies:
- Termination Rights: Either party may terminate if the transaction is not completed by the deadline.
- Representations Disclaimer: Representations and warranties in the agreement are for the benefit of the parties only, may be qualified by confidential disclosures, and should not be relied upon as statements of fact by investors.
- Stock Issuance: Bank7 shares issued as consideration will be restricted securities issued in a private placement, with a resale registration statement to be filed post-closing.
Investor Verification Checklist
- Verify the status of regulatory approvals from the Federal Reserve and the Court regarding the Receivership Proceeding.
- Confirm the outcome of the Century shareholder vote required to approve the Merger Agreement.
- Review the full text of the Merger Agreement (Exhibit 2.1) for specific representations, warranties, and covenants not summarized here.
- Monitor the press release (Exhibit 99.1) and investor presentation (Exhibit 99.2) for additional strategic rationale and financial projections.
- Assess the impact of the $70 million cash outlay and equity dilution (1.23 million shares) on Bank7's capital position.