Business Context and Reporting Period
Company: Bank7 Corp.
Filing Type: Form 8-K (Current Report)
Date of Report: July 2, 2026 (Earliest event: July 1, 2026)
Event: Entry into a Material Definitive Agreement (Stock Purchase Agreement).
Key Financial Metrics
This filing reports a specific transaction rather than periodic financial performance. No revenue, profit, cash flow, margin, or debt metrics for Bank7 Corp. are provided in this document.
- Proposed Purchase Price: $68.0 million cash.
- Target Asset: Approximately 71% of outstanding common stock of Century Financial Services Corporation ("Century").
- Share Count: 237,136 shares of Century common stock (plus any additional shares subject to the Receivership Proceeding).
- Good-Faith Deposit: $7.25 million (credited to purchase price if successful).
- Break-up Fee: $2.04 million (payable to Bank7 Corp. under certain termination scenarios).
Material Changes and Transaction Details
On July 1, 2026, Bank7 Corp. entered into a Stock Purchase Agreement with MCA Financial Group, LTD. (acting as court-appointed receiver for the Century Financial Services Corporation Receivership Estate). Key terms include:
- Stalking Horse Bid: The agreement serves as a baseline bid subject to a court-supervised auction. Higher and better offers may be submitted.
- Liabilities: The purchase is on an "as-is, where-is" basis. Bank7 Corp. will not assume any liabilities of the Receiver or the Receivership Estate.
- Conditions to Closing: Requires Court approval (Sale Order), regulatory approvals (including the Federal Reserve Board), and satisfaction of other conditions.
- Termination: The agreement may be terminated if closing does not occur by November 30, 2026, or if Bank7 Corp. is not selected as the successful bidder in an auction.
Guidance, Outlook, and Risks
Outlook: The transaction is contingent upon the outcome of a court-supervised auction process. Bank7 Corp. is not guaranteed to acquire the shares.
Risks and Contingencies:
- Auction Risk: The deal is subject to higher and better offers from other qualified bidders.
- Regulatory Risk: Closing is conditional on receiving all required regulatory approvals.
- Termination Risk: The agreement can be terminated if the closing date of November 30, 2026, is not met or if the company loses the auction.
- Due Diligence Limitations: The filing explicitly states that representations and warranties in the agreement should not be relied upon as characterizations of actual facts, as they were made to allocate contractual risk.
Investor Verification Checklist
- Verify the status of the court-supervised auction and whether any higher bids have been submitted.
- Confirm receipt of necessary regulatory approvals, specifically from the Board of Governors of the Federal Reserve System.
- Review the full text of the Stock Purchase Agreement (Exhibit 2.1) for detailed conditions and representations.
- Monitor the November 30, 2026, deadline for closing to assess termination risk.
- Assess the financial impact of the $7.25 million good-faith deposit on Bank7 Corp.'s liquidity.