THE SECURITIES ACT OF 1933
Kentucky
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61-0979818
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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346 North Mayo Trail
P.O. Box 2947
Pikeville, Kentucky
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41502
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(Address of principal executive offices)
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(Zip code)
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With a copy to:
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Christopher W. D. Jones
Dentons Bingham Greenebaum LLP
3500 PNC Tower
101 South Fifth Street
Louisville, KY 40202
(502) 589-4200
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Large Accelerated Filer ☐
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Accelerated Filer ☑
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Non-accelerated Filer ☐
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Smaller Reporting Company ☐
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Emerging Growth Company ☐
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(a)
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the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the
Commission on February 28, 2024, including the portions of the Registrant’s Definitive Proxy Statement on Schedule 14A, filed with the Commission on March 18, 2024, incorporated by reference therein;
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(b)
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the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, filed with the Commission on
May 9, 2024;
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(c)
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the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, filed with the Commission on
August 8, 2024;
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(d)
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the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed with the
Commission on November 8, 2024;
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(e)
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the Registrant’s Current Reports on Form 8-K and 8-K/A filed with the Commission on January 25, 2024, April 24,
2024, July 24, 2024, and October 25, 2024; and
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(f)
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the description of the Registrant’s Common Stock set forth in the registration statement filed by the Registrant
pursuant to Section 12 of the Exchange Act, including any amendment or report filed with the Commission for the purpose of updating such description.
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Number
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Description
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4.1
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Articles of Incorporation of the Registrant and all amendments thereto (incorporated by reference to Registration Statement No. 33-35138)
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4.2
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By-laws of the Registrant, as amended July 25, 1995 (incorporated by reference to Registration Statement No. 33-61891)
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Amendment to the By-laws of the Registrant, dated January 29, 2008 (incorporated by reference to current report on Form 8-K filed January 30, 2008)
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Community Trust Bancorp, Inc. 2025 Stock Ownership Incentive Plan (incorporated by reference to the Registrant’s Definitive Proxy Statement on Schedule 14A,
filed on March 18, 2024)
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5.1*
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Opinion of Dentons Bingham Greenebaum LLP as to the validity of the securities registered hereunder
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23.1*
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Consent of Forvis Mazars, LLP
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23.2*
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Consent of Dentons Bingham Greenebaum LLP (included in Exhibit 5.1)
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24.1*
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Power of Attorney (included on the signature page hereto)
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Calculation of Filing Fee
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment
to this Registration Statement:
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(A)
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to include any prospectus required by Section 10(a)(3) of the Securities Act;
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(B)
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to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of
Registration Fee” table in the effective Registration Statement; and
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(C)
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to include any material information with respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information in the Registration Statement;
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(2)
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That, for the purpose of determining any liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(3)
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To remove from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.
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COMMUNITY TRUST BANCORP, INC.
By: /s/ Mark A. Gooch
Mark A. Gooch
Chairman, President, and Chief Executive Officer
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/s/ Mark A. Gooch
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Chairman, President, and Chief Executive Officer
(Principal Executive Officer)
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Mark A. Gooch
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/s/ Kevin J. Stumbo
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Executive Vice President, Chief Financial Officer, and Treasurer (Principal Financial and Accounting Officer)
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Kevin J. Stumbo
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/s/ Charles J. Baird
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Director
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Charles J. Baird
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/s/ Franklin H. Farris, Jr.
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Director
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Franklin H. Farris, Jr.
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/s/ Eugenia “Crit” Luallen
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Director
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Eugenia “Crit” Luallen
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/s/ Ina Michelle Matthews
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Director
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Ina Michelle Matthews
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/s/ James E. McGhee, II
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Director
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James E. McGhee, II
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/s/ Franky Minnifield
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Director
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Franky Minnifield
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/s/ Jefferson F. Sandlin
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Director
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Jefferson F. Sandlin
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/s/ Anthony W. St. Charles
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Director
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Anthony W. St. Charles
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/s/ Chad C. Street
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Director
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Chad C. Street
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/s/ Lillian (Kay) Webb
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Director
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Lillian (Kay) Webb
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