SEC Form 11-K filed by Bank First Corporation

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

For the Fiscal Year Ended December 31, 2023.

OR

For the transition period from                             to                           

Commission File No. 1-38676

Bank First Retirement Plan

Bank First Corporation

402 North 8^th Street

Manitowoc, WI 51220

BANK FIRST

RETIREMENT PLAN

FINANCIAL STATEMENTS

WITH REPORT OF

INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

BANK FIRST RETIREMENT PLAN

TABLE OF CONTENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Plan Administrator and Plan Participants

Bank First Retirement Plan

Manitowoc, Wisconsin

Opinion on the Financial Statements

We have audited the accompanying statements of net assets available for benefits of the Bank First Retirement Plan (the Plan) as of December 31, 2023 and 2022, and the related statement of changes in net assets available for benefits for the year ended December 31, 2023, and the related notes and supplemental schedules (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of Bank First Retirement Plan as of December 31, 2023 and 2022, and the changes in net assets available for benefits for the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Reilly, Penner & Benton LLP

1233 N. Mayfair Road Suite #302 • Milwaukee, WI 53226-3255 • 414-271-7800

Supplemental Information

The supplemental information contained in schedule of assets (held at end of year) has been subjected to audit procedures performed in conjunction with the audit of the Plan's financial statements. The supplemental information is the responsibility of the Plan's management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.

We have served as the Company’s auditor since 2019.

Milwaukee, Wisconsin

June 25, 2024

BANK FIRST RETIREMENT PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

December 31, 2023 and 2022

See accompanying notes to financial statements.

BANK FIRST RETIREMENT PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

For the Year Ended December 31, 2023

See accompanying notes to financial statements.

BANK FIRST RETIREMENT PLAN

NOTES TO FINANCIAL STATEMENTS

December 31, 2023 and 2022

NOTE 1 - Description of Plan

The following description of the Bank First Retirement Plan (the “Plan”) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.

General - The Plan is a defined contribution plan (restated on January 1, 2020, and most recently amended on January 1, 2022) established by Bank First Corporation for the benefit of eligible employees of its wholly-owned subsidiary, Bank First, N.A. (collectively referred to as “Company”). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA), the employee savings regulations under Section 401(k), and the employee stock ownership plan regulations under Section 4975(e)(7), of the Internal Revenue Code. Employees are eligible to participate in the Plan upon attaining 18 years of age and three months of service. Temporary employees and individuals the Employer regards as independent contractors are not eligible to participate in the Plan.

Contributions - Participants may elect to contribute a portion of their compensation to the Plan, not to exceed the amount allowed by the Internal Revenue Service (“IRS”). Participants direct the investment of their contributions into various investment options offered by the Plan. Participants may elect to have any portion, or all, of their contributions designated as Roth 401(k) contributions. The Plan includes a provision for automatic pretax elective deferral contributions. The provision applies when an employee first becomes eligible to make elective deferral contributions. The automatic deferral rate is 6% of compensation with automatic yearly increases of 1% (to a maximum of 15%). Employees have the right to change their deferral percentage or to elect not to make contributions.

The Company may elect to make a matching contribution to eligible participants. The discretionary match for 2023 and 2022 was 35% of employee contributions to the Plan, up to 3.5% of participants’ eligible compensation. Matching contributions were $793,342 and $605,639 for the years ended December 31, 2023 and 2022, respectively. The Company may also make a profit-sharing contribution to the Plan as approved annually by the Company’s Board of Directors Compensation Committee. Profit sharing contributions were $660,264 and $697,259 for the years ended December 31, 2023 and 2022, respectively.

Participant Accounts - Each participant’s account is credited with the participant’s contribution, Company matching contributions, and allocations of (a) Company profit sharing contributions, (b) Plan earnings, and (c) administrative expenses. Allocations of Company profit sharing contributions are based on the proportion that each participant’s compensation bears to the total of all participants. Allocations of Plan earnings are based on the proportion that each participant’s account bears to the total of all participant account balances. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account balance. Participants have the ability to direct employee and Company contributions to investment options offered by the Plan.

Vesting - Participants are fully vested in the value of their accounts created by their own contributions and Company matching contributions. Vesting in the Employer Contribution Account balance (profit sharing) is based on years of continuous service. A participant is 100 percent vested at the time of death, attainment of normal retirement age, disability, or after six years of credited service with the Company.

BANK FIRST RETIREMENT PLAN

NOTES TO FINANCIAL STATEMENTS (Continued)

December 31, 2023 and 2022

NOTE 1 - Description of Plan (Continued)

Participant Loans - Participant loans are not allowed in this Plan.

Payments of Benefits - On termination of service, a participant whose vested account balance does not exceed $5,000 will receive a lump sum distribution of the vested amount. Participants whose vested account balance exceeds $5,000, may elect when to receive as benefits the entire vested amount credited to their accounts as of that date as a single lump sum distribution. Certain withdrawals are permitted during employment, as defined in the Plan. Account balances will be distributed in cash or shares of Company stock, as determined by the Plan administrator, unless a participant requests a distribution of their account balance in shares of Company stock (with fractional shares being paid in cash).

Voting Rights - Participants are entitled to instruct the trustee as to how to vote the Company stock allocated to his or her account. The Plan administrator will direct the trustee how to vote the unallocated Company stock and the allocated Company stock for which no voting instructions have been received.

Administrative Expenses - All administrative expenses may be paid out of the Plan unless paid by the Company. Expenses were paid by both the Plan and the Company during 2023.

Forfeited Accounts - At December 31, 2023 and 2022, forfeited nonvested accounts totaled $37,682 and $40,194, respectively. These amounts will be allocated to remaining participant accounts as additional profit-sharing contributions. $41,779 from forfeited nonvested accounts was allocated to participants during the year ended December 31, 2023.

Plan Termination - Although it has not expressed any intent to do so, the Company has the right to discontinue its contributions and to terminate the Plan subject to the provisions of ERISA. In the event of a termination, all participants will immediately become 100% vested in their accounts for all sources of contributions and distributed in accordance with the Plan’s provisions.

BANK FIRST RETIREMENT PLAN

NOTES TO FINANCIAL STATEMENTS (Continued)

December 31, 2023 and 2022

NOTE 2 - Summary of Significant Accounting Policies

A summary of the significant accounting policies applied in the preparation of the accompanying financial statements and supplemental schedule is as follows:

Basis of Accounting and Presentation - The financial statements of the Plan are prepared using the accrual method of accounting and are presented in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) as codified by the Financial Accounting Standards Board.

Risks and Uncertainties – The Plan, at the direction of its participants, invests in various investment securities. The Plan’s investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the values of investments, it is at least reasonably possible that changes in risks in the near term could materially affect participant’s account balances and the amounts reported in the statements of net assets available for benefits.

Investment Valuation and Income Recognition - The Plan’s investments are reported at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. See Note 4 for further discussion of fair value measurements.

Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation (depreciation) includes the Plan’s gains and losses on investments bought and sold, as well as held, during the year.

Use of Estimates - The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results may differ from those estimates.

Payment of Benefits - Benefits are recorded when paid.

NOTE 3 - Concentrations

The Plan’s investments that represented 10 percent or more of the Plan’s net assets available for benefits as of December 31, 2023 and 2022 are as follows:

* Represents party-in-interest

BANK FIRST RETIREMENT PLAN

NOTES TO FINANCIAL STATEMENTS (Continued)

December 31, 2023 and 2022

NOTE 4 - Fair Value Measurements

U.S. GAAP establishes a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under U.S. GAAP are described as follows:

Level 1 - Quoted market prices in active markets for identical assets or liabilities that a company has the ability to access at the measurement date.

Level 2 - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3 – Significant unobservable inputs for the asset or liability, which are typically based on an entity’s own assumption, as there is little, if any, related market activity.

The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques maximize the use of relevant observable inputs and minimize the use of unobservable inputs.

The following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at December 31, 2023 and 2022.

· Common stock: Common stock within the Plan was valued at the closing price reported on the active market on which the individual securities are traded.

· Mutual funds: Valued at the daily closing price as reported by the fund. Mutual funds held by the Plan are open-end mutual funds that are registered with the Securities and Exchange Commission. These funds are required to publish their daily net asset value (NAV) and to transact at that price. The mutual funds held by the Plan are deemed to be actively traded.

· Common collective fund and pooled separate funds: Valued at the NAV of shares held by the Plan at year-end, provided by the administrator of the fund. The NAV is based on the value of the underlying assets of the fund minus its liabilities, and then divided by the number of shares outstanding. The NAV’s share price is quoted on a private market that is not actively traded; however, the share price is based on underlying investments which are traded on an active market. The NAV is used as a practical expedient to estimate fair value.

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in different fair value measurement at the reporting date.

BANK FIRST RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)

December 31, 2023 and 2022

NOTE 4 - Fair Value Measurements (Continued)

The following table sets forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of December 31, 2023 and 2022:

^*In accordance with Subtopic 820-10, certain investments that were measured at net asset value per share (or its equivalent) have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the line items presented in the statement of net assets available for benefits.

BANK FIRST RETIREMENT PLAN

NOTES TO FINANCIAL STATEMENTS (Continued)

December 31, 2023 and 2022

NOTE 4 - Fair Value Measurements (Continued)

Investments Measured Using the Net Asset Value per Share Practical Expedient

The following tables summarize investments for which fair value is measured using the net asset value per share as a practical expedient as of December 31, 2023 and 2022, respectively. There are no participant redemption restrictions for these investments; the redemption notice period is applicable only to the Plan.

BANK FIRST RETIREMENT PLAN

NOTES TO FINANCIAL STATEMENTS (Continued)

December 31, 2023 and 2022

NOTE 5 - Tax Status

The Plan obtained its most recent determination letter on April 21, 2015, in which the Internal Revenue Service stated that the Plan is in compliance with the applicable requirements of the Internal Revenue Code (the “IRC”). The Plan has been amended since receiving this determination letter. The Plan administrator and the Plan’s tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. Therefore, no provision for income taxes has been included in the Plan’s financial statements.

U.S. GAAP requires Plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain tax position that more likely than not would not be sustained upon examination by the IRS. The Plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2023 and 2022, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements.

NOTE 6 - Transactions with Related Parties and Parties-in-Interest

Fees for legal and professional services rendered to the Plan may be paid for by the Company at its discretion. The Plan invests in a certain common trust fund that is managed by the Plan custodian. These transactions are not, however, considered prohibited transactions under 29 CFR 408(b) of the ERISA regulations.

Bank First Corporation serves as the Plan Sponsor. The Plan had the following transactions with Bank First Corporation common stock for the years ended December 31:

At December 31, 2023 and 2022, the Plan held 272,133 and 322,020 shares (all shares allocated to participants), respectively of Bank First Corporation common stock.

BANK FIRST RETIREMENT PLAN

NOTES TO FINANCIAL STATEMENTS (Continued)

December 31, 2023 and 2022

NOTE 7 - Amounts Owed to Participants Withdrawing from the Plan

There were no amounts owed to participants who had elected to withdraw from the Plan, but had not been paid, as of December 31, 2023 or 2022.

NOTE 8 - Reconciliation of Financial Statements to Form 5500

The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:

The following is a reconciliation of the change in net assets available for plan benefits per the financial statements to the Form 5500 for the year ended December 31, 2023:

SUPPLEMENTAL SCHEDULE

BANK FIRST RETIREMENT PLAN

SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)

PLAN #002

39-1435359

DECEMBER 31, 2023

EXHIBIT INDEX

EXHIBIT TO ANNUAL REPORT ON FORM 11-K

The exhibit listed below is filed as part of this Annual Report on Form 11-K. The exhibit is listed according to the number assigned to it in the Exhibit Table of Item 601 of Regulation S-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Bank First Corporation, as Plan Administrator, has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.