Entry into a Material Definitive Agreement · Regulation FD Disclosure
Item 1.01 Entry into a Material Definitive Agreement. Stock Purchase Agreement On July 1, 2026, Bank7 Corp. (the “Company”) and MCA Financial Group, LTD., and specifically Morris C. Aaron and/or Keith Bierman, solely in its/their capacity as court-appointed receiver (the “Receiver”), acting on behalf of the Receivership Estate appointed pursuant to orders of the United States District Court for th…
Bank7 Corp. is a bank holding company headquartered in Oklahoma City, Oklahoma. Through our wholly-owned subsidiary, Bank7, we operate twelve branches in Oklahoma, the Dallas/Fort Worth, Texas metropolitan area, and Kansas, and through our wholly-owned subsidiary, Century Bank, we operate eight branches in New Mexico and one loan production office in Dallas. We are focused on serving business owners and entrepreneurs by delivering fast, consistent, and well-designed loan and deposit products to meet their financing needs. We intend to continue to grow organically by selectively opening additional branches in our target markets and we will also pursue strategic acquisitions.
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Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement.
Stock Purchase Agreement
On July 1, 2026, Bank7 Corp. (the “Company”) and MCA Financial Group, LTD., and specifically Morris C. Aaron and/or Keith Bierman, solely in its/their capacity as
court-appointed receiver (the “Receiver”), acting on behalf of the Receivership Estate appointed pursuant to orders of the United States District Court for the District of Arizona (the “Court”) entered in KS StateBank Corporation v. Kathleen K.
Peters, et al., Case No. CV-25-02576-PHX-ROS (the “Receivership Proceeding”) entered into a Stock Purchase Agreement (the “Purchase Agreement”). Pursuant to the terms and subject to the conditions set forth in the Purchase Agreement, the Company
has agreed to purchase 237,136 shares of common stock of Century Financial Services Corporation (“Century”), a New Mexico corporation and registered bank holding company, and any additional shares of Century that are subject to the Receivership
Proceeding, estimated at approximately 71% of the outstanding shares of common stock of Century, (collectively, the “Shares”) for a cash purchase price of $68.0 million (the “Purchase Price”). The Shares are to be sold free and clear of all
liens, claims, and encumbrances of any kind. The Company is purchasing the Shares on an “as-is, where-is” basis. The Company will not assume any liabilities of the Receiver or the Receivership Estate in connection with the purchase.
The board of directors of the Company unanimously approved the Purchase Agreement.
The Purchase Agreement is intended to serve as a “stalking horse” bid, subject to approval by the Court. The sale of the Shares is subject to the receipt of higher
and better offers pursuant to bidding procedures approved by the Court. The Purchase Agreement acts as the baseline bid against which other offers will be measured. If one or more qualified bids are timely submitted by other parties in
accordance with the Court approved bidding procedures, the Receiver would proceed with a Court-supervised auction to determine the successful bidder. The Purchase Agreement requires the Company to pay a good-faith deposit of $7.25 million, which
will be credited to the Purchase Price if the Company is determined to be the successful bidder.
The sale of the Shares is subject to the receipt of higher and better offers, approval of the sale by the Court by entry of a Sale Order, and the satisfaction of
certain other conditions. The Company’s obligations to close are subject to certain conditions to closing, including, but not limited to, the receipt of all required regulatory approvals, including approval
from the Board of Governors of the Federal Reserve System.
The Purchase Agreement may be terminated prior to closing in certain circumstances, including: (i) by either party if the closing has not occurred by
November 30, 2026, subject to certain exceptions; or (ii) by either party if an auction has been held and the Company was not selected as the successful bidder.
The Purchase Agreement provides that a break-up fee of $2.04 million will be payable to the Company by the Receiver upon termination of the Purchase
Agreement under certain circumstances, including if the Company is not the successful bidder in an auction.
The foregoing summary of the Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the Purchase
Agreement, a copy of which is attached hereto as Exhibit 2.1 and incorporated by reference herein. The Purchase Agreement has been filed to provide investors and security holders with information regarding its terms. It is not intended to
provide any other factual information about the Company, the Receiver, Century, or Century Bank. The representations, warranties, and covenants contained in the Purchase Agreement were made solely for purposes of the Purchase Agreement, as of
specific dates, may be subject to important limitations agreed upon by the parties, including limitations on the nature of the representations of the Receiver in its capacity as court-appointed receiver, and may have been made to allocate
contractual risk between the parties rather than to establish matters as facts. Accordingly, the representations, warranties, and covenants in the Purchase Agreement should not be relied upon as characterizations of the actual state of facts or
circumstances.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
A copy of the press release issued by the Company on July 2, 2026, announcing the Purchase Agreement and related matters is attached hereto as Exhibit
99.1.
Filed exhibits (1)
EX-99.1 (by filename) ef20077345_ex99-1.htm
EX-99.1
3
ef20077345_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
FOR IMMEDIATE RELEASE:
Bank7 Corp. Announces Agreement to Acquire Controlling Interest in Century Financial Services Corporation
Acquisition Extends Bank7's Southwest Franchise into New Mexico
OKLAHOMA CITY, July 2, 2026 /PRNewswire/ -- Bank7 Corp. (NASDAQ: BSVN) (the “Company”), the parent company of Oklahoma City-based Bank7, today announced that it has
entered into a definitive Stock Purchase Agreement to acquire an approximately 71% controlling ownership interest in Century Financial Services Corporation (“Century”), the Santa Fe, New Mexico-based bank holding company for Century Bank.
The shares to be acquired are being sold by a court-appointed receiver through a court-supervised sale process in the receivership proceeding captioned KS StateBank
Corporation v. Peters, et al., pending in the U.S. District Court for the District of Arizona. Bank7 has agreed to serve as the “stalking horse” bidder, establishing the floor price and baseline terms for the sale. Consistent with a
court-supervised sale, the agreement and the proposed transaction are subject to higher or otherwise better offers solicited through a com…