CrossFirst Bankshares Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
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CURRENT REPORT
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Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously announced, on August 26, 2024, CrossFirst Bankshares, Inc., a Kansas corporation (the “Company”) and First Busey Corporation, a Nevada corporation (“Busey”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which, upon the terms and subject to the conditions set forth therein, the Company will merge with and into Busey, with Busey as the surviving corporation in the merger (the “Merger”). The transaction is described in more detail in the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 27, 2024.
As contemplated in the Merger Agreement, on December 20, 2024, the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) approved the Annual Incentive Plan, Amended and Restated as of December 20, 2024 (the “AIP”). Capitalized terms not otherwise defined below shall have the meaning set forth in the AIP. The material amendments to the AIP are as follows:
| ● | Eliminates the payment of a participant’s Target Bonus in the event of a Change in Control; |
| ● | Provides that in the event of a Change in Control during a Performance Period, achievement of the Performance Goals for the portion of the Performance Period prior to the Change in Control will be: (A) if the Change in Control occurs in the first half of the relevant Performance Period, deemed equal to the Participant’s Target Award and (b) if the Change in Control occurs in the second half of the Performance Period, calculated pursuant to the actual achievement of the Performance Goal(s) (such prorated Bonus Amount, the “Change in Control Bonus Amount”); |
| ● | Provides that following the Change in Control, the Surviving Corporation will establish Performance Goals for the remainder of the Performance Period following the Change in Control; and |
| ● | Provides that if a Participant is terminated following a Change in Control prior to the payment of any Bonus Award for the fiscal year in which a Change in Control occurs, such Participant shall receive such Participant’s Change in Control Bonus Amount within 60 days of such Participant’s termination date upon execution of a release of claims. |
The foregoing description of the AIP does not purport to be complete and is qualified in its entirety by reference to the full text of the AIP, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Forward-Looking Statements
This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to the Company’s and Busey’s beliefs, goals, intentions, and expectations regarding the proposed transaction, revenues, earnings, loan production, asset quality, and capital levels, among other matters; our estimates of future costs and benefits of the actions we may take; our assessments of probable losses on loans; our assessments of interest rate and other market risks; our ability to achieve our financial and other strategic goals; the expected timing of completion of the proposed transaction; the expected cost savings, synergies and other anticipated benefits from the proposed transaction; and other statements that are not historical facts.
Forward‐looking statements are typically identified by such words as “believe,” “expect,” “anticipate,” “plan,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “should,” “may,” “will,” “position,” and other similar words and
expressions, and are subject to numerous assumptions, risks, and uncertainties, which change over time. These forward-looking statements include, without limitation, those relating to the terms, timing and closing of the proposed transaction.
Additionally, forward‐looking statements speak only as of the date they are made; the Company and Busey do not assume any duty, and do not undertake, to update such forward‐looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events, or otherwise. Furthermore, because forward‐looking statements are subject to assumptions and uncertainties, actual results or future events could differ, possibly materially, from those indicated in such forward-looking statements as a result of a variety of factors, many of which are beyond the control of the Company and Busey. Such statements are based upon the current beliefs and expectations of the management of the Company and Busey and are subject to significant risks and uncertainties outside of the control of the parties. Caution should be exercised against placing undue reliance on forward-looking statements. The factors that could cause actual results to differ materially include the following: the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the Merger Agreement; the outcome of any legal proceedings that may be instituted against the Company or Busey; the possibility that the proposed transaction will not close when expected or at all because required regulatory or other approvals are not received or other conditions to the closing are not satisfied on a timely basis or at all, or are obtained subject to conditions that are not anticipated (and the risk that required regulatory approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the proposed transaction); the ability of the Company and Busey to meet expectations regarding the timing, completion and accounting and tax treatments of the proposed transaction; the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the common stock of either or both parties to the proposed transaction; the possibility that the anticipated benefits of the proposed transaction will not be realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where the Company and Busey do business; certain restrictions during the pendency of the proposed transaction that may impact the parties’ ability to pursue certain business opportunities or strategic transactions; the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of management’s attention from ongoing business operations and opportunities; the possibility that the parties may be unable to achieve expected synergies and operating efficiencies in the merger within the expected timeframes or at all and to successfully integrate the Company’s operations and those of Busey; such integration may be more difficult, time consuming or costly than expected; revenues following the proposed transaction may be lower than expected; the Company’s and Busey’s success in executing their respective business plans and strategies and managing the risks involved in the foregoing; the dilution caused by Busey’s issuance of additional shares of its capital stock in connection with the proposed transaction; effects of the announcement, pendency or completion of the proposed transaction on the ability of the Company and Busey to retain customers and retain and hire key personnel and maintain relationships with their suppliers, and on their operating results and businesses generally; changes in interest rates and prepayment rates of the Company’s or Busey’s assets fluctuations in the value of securities held in the Company’s or Busey’s securities portfolio; concentrations within the Company’s or Busey’s loan portfolio (including commercial real estate loans), large loans to certain borrowers, and large deposits from certain clients; the concentration of large deposits from certain clients who have balances above current FDIC insurance limits and may withdraw deposits to diversify their exposure; the level of non-performing assets on the Company’s or Busey’s balance sheets; the strength of the local, state, national, and international economy; risks related to the potential impact of general economic, political and market factors or of exceptional weather occurrences such as tornadoes, hurricanes, floods, blizzards, droughts on the companies or the proposed transaction; the economic impact of any future terrorist threats or attacks, widespread disease or pandemics or other adverse external events that could cause economic deterioration or instability in credit markets; changes in state and federal laws, regulations, and governmental policies concerning the Company’s or Busey’s general business; changes in accounting policies and practices; increased competition in the financial services sector (including from non-bank competitors such as credit unions and fintech companies) and the inability to attract new customers; breaches or failures of information security controls or cybersecurity-related incidents; changes in technology and the ability to develop and maintain secure and reliable electronic systems; the loss of key executives or associates; changes in consumer spending; unexpected outcomes of existing or new litigation, investigations, or inquiries involving the Company or Busey (including
with respect to Busey’s Illinois franchise taxes); other factors that may affect future results of the Company and Busey and the other factors discussed in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of each of the Company’s and Busey’s respective Annual Reports on Form 10‐K for the year ended December 31, 2023 and Quarterly Reports on Form 10‐Q for the quarters ended March 31, 2024, June 30, 2024 and September 30, 2024, and other reports the Company and Busey file with the SEC.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits
10.1 |
| Annual Incentive Plan, Amended and Restated as of December 20, 2024 |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: | December 23, 2024 | CROSSFIRST BANKSHARES, INC. | |
By: | /s/ Benjamin R. Clouse | ||
Benjamin R. Clouse | |||
Chief Financial Officer | |||