Business Context and Reporting Period
Bank First Corporation (BFC) filed a Form 8-K on January 2, 2026, reporting the completion of a previously announced merger with Centre 1 Bancorp, Inc. ("Centre"). The transaction became effective on January 1, 2026. Under the agreement, Centre merged into BFC, and Centre's subsidiary, The First National Bank and Trust Company, merged into BFC's subsidiary, Bank First, N.A., which remains the surviving bank.
Key Financial Metrics
This filing is a current report regarding a corporate event and does not contain audited financial statements, revenue, profit, cash flow, margin, debt, or liquidity metrics for the reporting period. The filing explicitly states that financial statements of the acquired business and pro forma financial information will be filed later under a Form 8-K/A.
Material Changes
- Merger Completion: BFC completed the acquisition of Centre 1 Bancorp, Inc. effective January 1, 2026.
- Share Issuance: BFC issued approximately 1,382,978 shares of its common stock to former Centre shareholders.
- Exchange Ratio: Former Centre shareholders received 0.9200 shares of BFC common stock for each share of Centre common stock held, plus cash in lieu of fractional shares.
- Capital Structure: Existing BFC shares remained outstanding and were unaffected by the merger.
Guidance, Outlook, and Risks
The filing does not provide specific financial guidance, outlook, or management commentary regarding future performance. It notes that the description of the merger is qualified by the full Merger Agreement dated July 17, 2025. The primary contingency noted is the future filing of financial statements and pro forma information, which BFC intends to submit within 71 calendar days of the required filing date for this 8-K.
Investor Verification Checklist
- Verify the final number of shares issued to Centre shareholders once the Form 8-K/A is filed.
- Review the upcoming Form 8-K/A for pro forma financial information to assess the combined entity's financial position.
- Examine the Merger Agreement (Exhibit 2.1) for details on integration costs, retained liabilities, and any earn-out provisions not detailed in this summary.
- Confirm the impact of the share issuance on BFC's earnings per share (EPS) and ownership dilution once financial data is released.