UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
(Address of Principal Executive Offices)
(Zip Code)
(
)
Registrant's telephone number, including area code
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 7.01.
Regulation FD Disclosure.
On June 13, 2022, CrossFirst Bankshares, Inc. ("CrossFirst") announced an agreement under which CrossFirst’s bank
subsidiary, CrossFirst Bank (“CFB Bank”), will acquire Central Bancorp, Inc.’s (“Central”) bank subsidiary, Farmers &
Stockmens Bank (“F&S Bank”), for approximately $75 million in cash. F&S Bank currently has Central Bank & Trust
branches in Colorado and Farmers & Stockmens Bank branches in New Mexico.
CrossFirst issued a press release announcing
the agreement among CrossFirst, CFB Bank, Central and F&S Bank, which is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
The transaction is currently expected to be $0.17, or 11.7%, accretive to CrossFirst’s earnings per share in 2023,
assuming fully-phased in cost savings. The earnings per share accretion estimates are based on anticipated cost savings of
20% of F&S Bank’s non-interest expense and do not include any impact due to potential revenue synergies, although
opportunities have been identified. An investor presentation is attached hereto as Exhibit 99.2 and incorporated herein by
reference.
The transaction is currently expected to close in the second half of 2022, subject to approval by Central shareholders
and bank regulatory authorities, as well as the satisfaction of other customary closing conditions.
The information in Item 7.01 of this report (including Exhibits 99.1 and 99.2) is being furnished pursuant to Item 7.01
and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act")
or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under
the Securities Act of 1933 or the Exchange Act.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits
99.1
99.2
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:
June 8, 2022
CROSSFIRST BANKSHARES, INC.
By:
/s/ Benjamin R. Clouse
Benjamin R. Clouse
Chief Financial Officer
CROSSFIRST BANKSHARES, INC. TO ENTER COLORADO AND NEW MEXICO MARKETS
WITH ACQUISITION OF FARMERS & STOCKMENS BANK / CENTRAL BANK & TRUST
LEAWOOD Kan., June 13, 2022 – CrossFirst Bankshares, Inc. (Nasdaq: CFB, “CrossFirst”) and Central
Bancorp, Inc. (“Central”) today announced that they have entered into a definitive merger agreement
under which CrossFirst’s bank subsidiary, CrossFirst Bank (“CFB Bank”), will acquire Central’s bank
subsidiary, Farmers & Stockmens Bank (“F&S Bank”), in an all-cash transaction. F&S Bank currently
has Central Bank & Trust branches in Denver and Colorado Springs and Farmers & Stockmens Bank
branches in New Mexico. Central will retain its wealth management subsidiaries, The Corundum Group
and Corundum Trust Company.
The combination will bring together complementary banking platforms with management teams that
share a commitment to the clients and businesses they serve. When completed, the transaction is expected
to widen the scope of the CrossFirst franchise, providing an enlarged footprint with further expansion
opportunities in the Colorado and New Mexico markets. Based on current estimates, the combined
company will have approximately $6.2 billion in assets, $4.9 billion in loans and $5.3 billion in deposits,
with banking locations in Kansas, Oklahoma, Texas, Missouri, Colorado, New Mexico and Arizona.
CrossFirst believes that providing F&S Bank and its clients with access to CFB Bank’s broader array of
banking offerings, larger capabilities, and focus on technology will spur the overall growth of the F&S
Bank platform and provide enhanced benefits for clients. CrossFirst expects that in addition to providing
access to dynamic target markets, the acquisition will further diversify its revenue streams and add
additional liquidity for growth. Specifically, CrossFirst plans to incorporate both F&S Bank’s SBA and
agricultural lending capabilities into its current platform, while also bolstering its private banking
business, a fundamental aspect of both companies’ offerings.
“We are thrilled to welcome Farmers & Stockmens and Central Bank & Trust clients and employees to
our CrossFirst team,” commented Mike Maddox, CrossFirst’s President and Chief Executive Officer.
“This transaction represents an exciting milestone for our company, allowing us to enter new, dynamic
markets, and expand our capabilities by partnering with an impressive team of bankers. We have
tremendous respect for the Farmers & Stockmens and Central Bank & Trust management teams and are
confident this combination will create extraordinary value for our stockholders, our clients, our
employees, and our communities.”
Scott Page, F&S Bank’s Chief Executive Officer, added, “We are delighted to join a bank that shares our
cultural values and commitment to its clients as we embark on this next chapter for Farmers & Stockmens
Bank. We have built a successful and differentiated franchise in our local communities, and this
combination will provide our clients with the full breadth of CrossFirst’s comprehensive set of products,
services and systems.”
Under the terms of the merger agreement, F&S shareholders are expected to receive approximately $75.0
million in aggregate merger consideration in cash at closing.
The transaction is currently expected to be $0.17, or 11.7%, accretive to CrossFirst’s earnings per share in
2023, assuming fully phased in cost savings. The earnings per share accretion estimates are based on
anticipated cost savings of 20% of F&S Bank’s non-interest expense and do not include any impact due to
potential revenue synergies, although opportunities have been identified.
The agreement was unanimously approved by the Board of Directors of each company and bank. The
transaction is expected to close in the second half of 2022, subject to approval by Central shareholders
and bank regulatory authorities
, as well as the satisfaction of other customary closing conditions. The
parties have entered into a voting agreement with certain F&S Bank and Central directors and executive
officers whereby they have agreed to vote in favor of the transaction in their capacity as shareholders.
CrossFirst was advised in this transaction by Keefe, Bruyette & Woods, A Stifel Company as financial
advisor and Stinson LLP as legal counsel. Central was advised by Piper Sandler & Co. as financial
advisor and Otteson Shapiro LLP as legal counsel.
Conference Call & Supplemental Information
CrossFirst’s executive management team will host a conference call for investors on Tuesday, June 14,
2022, at 4:30 p.m. E.T. regarding the announcement of the definitive agreement.
To access the event by
telephone, please dial
(877) 621-5851 and (470) 495-9492 (international) and provide passcode 5598601.
The event will also be broadcast live over the internet and can be accessed via the following
link:
https://edge.media-server.com/mmc/p/975f6myw
.
The press release and presentation slides to accompany the conference call remarks will be available
at
https://investors.crossfirstbankshares.com/
A replay of the call will be available
two hours after the conclusion of the live call.
To access the replay,
call (855) 859-2056 and (404) 537-3406 (international) and provide passcode 5598601.
About CrossFirst Bankshares
CrossFirst Bankshares, Inc. (Nasdaq: CFB) is a Kansas corporation and a registered bank holding
company for its wholly owned subsidiary CrossFirst Bank, which is headquartered in Leawood, Kansas.
CrossFirst has nine full-service banking locations in Kansas, Missouri, Oklahoma, Texas, and Arizona
that offer products and services to businesses, professionals, individuals, and families.
Forward-Looking Statements
Certain statements in this press release which are not historical in nature are intended to be forward-looking
statements for purposes of the safe harbor provided by Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, but are
not limited to, statements regarding the benefits of the proposed merger of CFB Bank and F&S Bank, including
future financial and operating results (including the anticipated impact of the transaction on CrossFirst’s earnings
and book value), the consideration payable in connection with the acquisition, statements related to the expected
completion and timing of the completion of the merger, and the combined company’s plans, objectives, expectations
and intentions. Forward-looking statements often, but not always, include words such as “believes,” “expected,”
“anticipated,” “estimates,” “opportunities,” “approximately,” “plans”, “will” or the negative of these words,
variations thereof or other similar words and expressions. These forward -looking statements are subject to numerous
assumptions, risks and uncertainties, which change over time. Because forward -looking statements are subject to
assumptions and uncertainties, actual results or future events could differ, possibly materially, from those that
CrossFirst anticipated in its forward-looking statements and future results could differ materially from historical
performance. Factors that could cause or contribute to such differences include, but are not limited to, the following:
the expected benefits of the acquisition may not materialize in the timeframe expected or at all, or may be more
costly to achieve; the acquisition may not be timely completed, if at all; 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 definitive transaction
agreement; the outcome of any legal proceedings that may be instituted against CrossFirst or Central; prior to the
completion of the acquisition or thereafter, CrossFirst’s and Central’s respective businesses may not perform as
expected due to transaction-related uncertainty or other factors; the parties may be unable to successfully implement
integration strategies; required regulatory, Central shareholder or other approvals may not be obtained or other
closing conditions may not be satisfied in a timely manner or at all; adverse regulatory conditions may be imposed
in connection with regulatory approvals of the acquisition; reputational risks and risks relating to the reaction of the
companies’ customers or employees to the transaction, including the effects on the ability of CrossFirst to attract or
retain customers and key personnel; diversion of management time on acquisition-related issues; risks relating to the
COVID-19 pandemic, including uncertainty and volatility in financial, commodities and other markets, and
disruptions to banking and other financial activity. Such risks, uncertainties and factors could harm CrossFirst’s or
Central's business, financial position, and results of operations, and could adversely affect the timing and anticipated
benefits of the proposed acquisition. Additional discussion of these and other risks, uncertainties and factors
affecting CrossFirst’s business is contained in CrossFirst’s filings with the Securities and Exchange Commission
(the “SEC”), including in CrossFirst’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021,
its Quarterly Report on Form 10-Q for the period ended March 31, 2022, and its other filings with the SEC. The
reader should not place undue reliance on forward-looking statements since the statements speak only as of the date
that they are made. Except as required by law, CrossFirst undertakes no obligation to update or revise forward-
looking statements to reflect changed assumptions, the occurrence of unanticipated events, or changes in our
business, results of operations or financial condition over time.
Annualized, pro forma, projected, and estimated numbers in this document are used for illustrative purposes only,
are not forecasts and may not reflect actual results. Except to the extent required by applicable law or regulation,
each of CrossFirst and Central disclaims any obligation to revise or publicly release any revision or update to any of
the forward-looking statements included herein to reflect events or circumstances that occur after the date on which
such statements were made.
Contact Information
Media Contact:
Meggin Nilssen,
Chief of Staff
meggin.nilssen@crossfirstbank.com
(913) 302-1915
Investor Contact:
Heather Worley,
Director of Investor Relations
heather@crossfirst.com
(214) 676-4666
Exhibit 99.2
CROSSFIRST BANKSHARES, INC. TO ACQUIRE FARMERS & STOCKMENS BANK Investor Presentation June 14, 2022
Legal disclaimer CROSSFIRST BANKSAHRES, INC. FORWARD LOOKING STATEMENTS. Certain statements in this presentation and oral statements made during this meeting which are not historical in nature are intended to be forward looking statements for purposes of the safe harbor provided by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward looking statements include, but are not limited to, statements regarding the benefits of the proposed merger of CrossFirst Bank (“CFB”) and Farmers & Stockmens Bank (“F&S Bank”), including future financial and operating results (including the anticipated impact of the transaction on CrossFirst Bankshares Inc.’s (“CrossFirst”) earnings and book value), the consideration payable in connection with the acquisition, statements related to the expected completion and timing of the completion of the merger, and the combined company’s plans, objectives, expectations and intentions. Forwardlooking statements often, but not always, include words such as “believe,” “expected,” “anticipate,” “estimates,” “opportunities,” “strategy,” “approximately,” “plans” or the negative of these words, variations thereof or other similar words and expressions. These forwardlooking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Because forwardlooking statements are subject to assumptions and uncertainties, actual results or future events could differ, possibly materially, from those that CrossFirst anticipated in its forwardlooking statements and future results could differ materially from historical performance. Factors that could cause or contribute to such differences include, but are not limited to, the following: the expected benefits of the acquisition may not materialize in the timeframe expected or at all, or may be more costly t
achi
eve; the acquisition may not be timely completed, if at all; 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 definitive transaction agreement; the outcome of
an
y le
gal proceedings that may be instituted against CrossFirst or Central Bancorp, Inc. (“Central”); prior to the completion of th
e acquisition or thereafter, CrossFirst’s and Central’s respective businesses may not perform as expected due to transaction
relate
d uncertainty or other factors; the parties may be unable to successfully implement integration strategies; required regulato
ry, Central shareholder or other approvals may not be obtained or other closing conditions may not be satisfied in a timely m
ner
or at all; adverse regulatory conditions may be imposed in connection with regulatory approvals of the acquisition; reputatio
nal risks and risks relating to the reaction of the companies’ customers or employees to the transaction, including the effec
ts on
the ability of CrossFirst to attract or retain customers and key personnel; diversion of management time on acquisition
related issues; risks relating to the COVID
19 pandemic, including uncertainty and volatility in financial, commodities and other market
s, and disruptions to banking and other financial activity. Such risks, uncertainties and factors could harm CrossFirst’s or
Central's business, financial position and results of operations, and could adversely affect the timing and anticipated benef
its of
the proposed acquisition. Additional discussion of these and other risks, uncertainties and factors affecting CrossFirst’s bu
siness is contained in CrossFirst’s filings with the Securities and Exchange Commission (the “SEC”), including in CrossFirst’
Ann
ual Report on Form 10
K for the fiscal year ended December 31, 2021, its Quarterly Report on Form 10
Q for the period ended March 31, 2022, and its other filings
with the SEC. The reader should not place undue reliance on forward looking statements since the statements speak only as of the date that they are made. Except as required by law, CrossFirst undertakes no obligation toupdate or revise forwardlooking statements to reflect changed assumptions, the occurrence of unanticipated events, or changes in our business, results of operations or financial condition over time. MARKET AND INDUSTRY DATA. This presentation references certain market, industry and demographic data, forecasts and other statistical information. We have obtained this data, forecasts and information from various independent, third party industry sources and publications. Nothing in the data, forecasts or information used or derived from third party sources should be construed as advice. Some data and other information are also based on our good faith estimates, which are derived from our review of industry publications and surveys and independent sources. We believe that these sources and estimates are reliable but have not independently verified them. Statements as to our market position are based on market data currently available to us. Although we are not aware of any misstatements regarding the economic, employment, industry and other market data presented herein, these estimates involve inherent risks and uncertainties and arebasedon assumptions that are subject to change. 2
About non
gaap financial measures CROSSFIRST BANKSHARES, INC. Certain of the financial measures and ratios we present, including “tangi
ble common equity”, “tangible assets”, “tangible book value”, and “tang
ible book value per share” metrics, are supplemental measures that are not required by, or are not presented in accordance wi
th, U.S. generally accepted accounting principles (GAAP). We refer to these financial measures and ratios as “non
GAAP financial me
asures.” We consider the use of select non
GAAP financial measures and ratios to be useful for financial and operational decision making and useful in evaluating period
to
period comparisons. We believe that these non
GAAP financial measures provide meanin
gful supplemental information regarding our performance by excluding certain expenditures or assets that we believe are not i
ndicative of our primary business operating results or by presenting certain metrics on a fully taxable equivalent basis. We
believ
e that management and investors benefit from referring to these non
GAAP financial measures in assessing our performance and when planning, forecasting, analyzing and comparing past, present an
d future periods. These non
GAAP financial measures should not
be considered a substitute for financial information presented in accordance with GAAP and you should not rely on non
GAAP financial measures alone as measures of our performance. The non
GAAP financial measures we present may differ from non
GAAP financia
l measures used by our peers or other companies. We compensate for these limitations by providing the equivalent GAAP measure
s whenever we present the non
GAAP financial measures and by including a reconciliation of the impact of the components adjusted fo
r in the non
GAAP financial measure so that both measures and the individual components may be considered when analyzing our
performance. CrossFirst does not provide a reconciliation of forward
looking non
GAAP financial measures to its comparable GAAP fin
ancial measures because it could not do so without unreasonable effort due to the unavailability of the information needed to
calculate reconciling items and the variability, complexity and limited visibility of the adjusting items that would be exclu
ded f
rom the non
GAAP financial measures in future periods. When planning, forecasting and analyzing future periods, CrossFirst does so primar
ily on a non
GAAP basis without preparing a GAAP analysis as that would require estimates for various cash and non
cash
reconciling items (including items such as expected credit losses, acquisition
and disposition
related expenses, and restru
cturing costs) that would be difficult to predict with reasonable accuracy. For example, future expectations for credit losse
s depe
nd on a variety of factors including general economic conditions that make estimation on a GAAP basis impractical. It is also
difficult to anticipate the need for or magnitude of presently unforeseen one
time restructuring expenses. As a result, CrossFirst
does not believe that a GAAP reconciliation to forward
looking non
GAAP financial measures would provide meaningful supplemental information about CrossFirst’s forward
looking measures. 3
Strategic Transaction CROSSFRIST BANK Market Expansion Advances our expansion strategy with access to Colorado & New Mexico Branch light: two branches in Colorado (Colorado Springs and Denver) and three in New Mexico (Clayton, Des Moines and Roy) U.S. News ranked Colorado the #2 state for economy in 2021 Experienced Leaders & Enhanced Client Resources Management team with extensive market experience and industry expertise Strong cultural alignment with client centric business models Advanced technology platform and access to additional products and services provides a robust client experience Accelerates Growth Strategy Larger balance sheet and new market verticals leverages growth opportunities Adds significant core deposits and liquidity and diversifies balance sheet SBA lending F&S Bank was the 15th ranked SBA lender in Colorado for SBA’s 2021 fiscal year Creates Shareholder Value Expected 11.7% EPS accretion in 2023 estimate with fully realized synergies Internal rate of return expected to be in excess of 25% Deploys a portion of CFB’s capital for growth Source: SBA Lenders. 4
Farmers & Stockmens Bank Overview CROSSFIRST BANK Company Highlights Operating as Central Bank & Trust in Colorado and Farmers & Stockmens Bank in New Mexico Through its five branches, F&S Bank offers customers a diverse set of traditionalproducts & services. Its core platforms include: Commercial lending SBA lending Treasury management Private Banking Branch Footprint Denver Colorado Springs Des Moines Clayton Roy Executive Leadership Scott Page | Chief Executive Officer Scott has more than 35 years of banking experience. Prior to joining Central Bank & Trust, Scott was the CEO of CoBiz from 20142018. CoBiz was a $4 billion commercial bank headquartered in Denver. CoBiz was acquired in 2018. In addition to holding various roles in the banking industry, Scott also worked as a consultant for small to midsized companies in various industries. Deposit Market Share* Conty Active Branches (#) Total Deposits ($mm) Market Share (%) Deposit Rank (#) County Population (Actual) County Median HHI ($actual) Colorado $183 El Paso, CO 70 1.9% 14 $739,253 $81,252 Denver, CO 0 0.1 28 749,974 85,831 New Mexico Union, NM 2 $76 55.5% 1 $3,992 $38,559 Harding, NM 1 14 100.0 1 630 33,333 * Source: S&P Global, FDIC Summary of Deposits and company documents. Deposit market share data as of 6/30/2021. 5
Colorado Market Highlights CROSSFIRST BANK Attractive Market Colorado is a business
friendly economy with strong demographics and an attractive growth profile Strong tailwinds within high
growth sectors (i.e. te
ch, biosciences) in addition to consistent strength within legacy industries (construction, aerospace) Ranked #2 state for ec
onomy by U.S. News in 2021 Key Industries by Number of Employees
Retail Trade, 10% Education 9% Food & Hospitality, 8% Healthcare/S
ocial Services, 13% Construction, 7% Manufacturing, 7% Public Admin, 5% Financial Services, 5% Administrative Support & Waste
, 4% Other, 22% Professional & Technical Services, 10%
$1.5bn Gross Domestic Product (2020) 3.7% Unemployment (March 2022) 6.5% Est
. GDP Growth In 2022 Median Household Income ($) 2022
2027 Proj. Median Household Income Growth (%) 2022
–
2027 Proj. Population Growth (%) Major Employers(1)
LOCKHEED MARTIN
$86,364
$72,465
13.4%
12.1%
5.0%
3.2%
Colorado
U.S.
Colorado
U.S.
Colorado
U.S.
Health
KAISER PERMANENTE
DaVita
Kidney Care
Baxter RF/MAX COMCAST
UNITED
D
MOLSON ORACLE
WESTERN
UNION
Source: Company documents, S&P Global, DataUSA, Bureau of Labor Statistics, and St. Louis Federal Reserve Economic Data (FRED
Includes major
employers for Colorado
based employees (irrespective of company headquarters).
Pro Forma Company Overview CROSSFIRST BANK Pro Forma Financial Highlights(1) $6.2 bn Total Assets $4.9 bn Gross Loans $5.3 bnTotal Deposits 10.2% TCE / TA 11.1% CET 1 Ratio 12.3% TRBC Ratio Expansion into Colorado & New Mexico Markets CFB Branches (9) F&S Bank Branches (5) Pro Forma Markets of Operation (¡) State Deposits ($mm) Total Active Branches (#) Kansas 2,395.2 3 Oklahoma 886.4 2 Missouri 672.7 1 Texas 619.5 2Colorado 408.5 2 New Mexico 96.4 3 Arizona 48.0 1
Transaction Structure CROSSFIRST BANK Consideration 100% Cash Aggregate deal value of approximately $75.0 million One
time Dividend F&S Bank excess capital above 8.00% leverage ratio, if any, to be paid out
as a one
time dividend distribution (estimated to be approximately $2.3 million) to F&S Bank shareholders at close Due Diligence Areas
addressed included: Credit risk and underwriting Loan and deposit portfolios Financial, accounting and tax Regulatory and
compliance People and cultural alignment Legal Operational Technology and systems The loan credit review included: 72% covera
ge of total loans All loans above $100,000 in criticized or adversely classified categories Leadership Retention Scott Page,
curre
nt CEO of F&S Bank and F&S Bank management team Market leaders for Denver, Colorado Springs and New Mexico SBA and Private Ba
nking leaders Required Approvals CrossFirst, Central, and F&S Bank board of directors, Central Bancorp, Inc. shareholders, an
d cust
omary regulatory approvals Timing Anticipated closing in second half of 2022 8
Key Transaction Assumptions CROSSFIRST BANK Standalone Earnings Estimates CFB earnings per consensus estimates Farmers & Stoc
kmens Bank earnings per Farmers & Stockmens Bank
and CFB management Cost Savings & Synergies Estimated pre
tax equal to 20% of F&S Bank’s 2023 estimated noninterest expense 75% phase
in during 2023, 100% thereafter One
time Charges Each party will bear its respective costs and expenses in connection wit
h the transaction $3.0 million after
tax of one
time deal charges 4% of deal value after
tax Credit Marks $4.5 million gross credit mark, equal to 1.37% of F&S Bank’s loans excluding PPP 20% allocated to purchase c
redit deteriorated (PCD) loans 80% allocat
ed to non
PCD loans Accreted into earnings over 4 years sum
of
-
the
years digits Day 2 CECL reserve of 1.0x non
PCD mark ($3.6 million) Interest Rate Mark Gross loan interest rate mark of 1.50% or write
down of $4.9 million (accreted into earnings over 4 ye
ars) Core Deposit Intangible 2.00% of non
time deposits, amortized sum
the
years
digits over 10 years Other Pre
tax cost of cash of 2.50% Marginal tax rate of 25.0% 9
Expected Financial Impact & Pricing CROSSFFIRST BANK $75.0 million Implied Merger
Consideration Valuation Metrics 1.63 Price/Tangible Book Valued X 18.4X Price/2021A Earnings* 19.6X Price/2022e Earnings* 11.
6X Price/2023e Earnings* 5.9% Core Deposit Premium!2) Financial Impact(1) 11.7% 2023e EPS Accretion!3) 17.6% 2024e EPS Accret
ion (5
.8%
TBVPS Dilution r 2.7 TBVPS Earnback yrs >25% Internal Rate of Return * Adjusted for S
Corp status; assumes 25% tax rate. Transaction impact metrics assume purchase accounting adjustments and other assumptions hi
ghlighted on previous page. Tangible bo
ok value calculated as 8% of average assets for leverage ratio. Assumes fully phased
in cost savings. 10
Pro Forma Bank Level Composition CROSSFIRST BANK Bank Level Loan Composition CrossFirst Bankshares, Inc. C&IRes RE,OO CRE, NOO CRE,Multifamily,Consumer & Other,C&D, 40%10%8%23%5%1%13%$4.3bnYield on Loans: 3.94% NOO / TRBC: 255% Farmers & Stockmens Bank(1) C&IRes RE, OO CRE,NOO CRE, Multifamily,Consumer & Other, C&D,24%5%27%24% 1%7%12%$338.9mmYield on Loans: 5.25% NOO / TRBC: 193% Pro Forma Company(2) C&IRes RE,OO CRE,NOO CRE,Multifamily, Consumer & Other,C&D,39%9%10%23%4% 2%13% $4.7bnYield on Loans: 4.03% NOO / TRBC: 249% Source: S&P Global. Bank level regulatory data as of 3/31/2022. Includes Central Bank and Trust branches in Colorado and Farmers and Stockmens branches in New Mexico. Pro forma excludes purchase accounting adjustments. 11
Pro Forma Bank Level Composition CROSSFIRST BANK Bank Level Deposit Composition CrossFirst Bankshares, Inc. NOW & Other, MMDA & Sav, Retail Time Jumbo Time, DDA, 3% 62% 7% 4% 24% $4.6bn Cost of Total Deposits: 0.30% Loans / Deposits: 94.0% Farmers & Stockmens Bank(1) NOW & Other, MMDA & Sav, Retail Time, Jumbo Time, DDA 8% 38% 3% 0% 51% $504.7mm Cost of Total Deposits: 0.15% Loans / Deposits: 67.2% Pro Forma Company(2) NOW & Other, MMDA & Sav, Retail Time, Jumbo Time, DDA 3% 60% 6% 4% 27% $5.1bn Cost of Total Deposits: 0.29% Loans / Deposits: 91.4% Source: S&P Global. Bank level regulatory data as of 3/31/2022. Includes Central Bank and Trust branches in Colorado and Farmers and Stockmens branches in New Mexico. Pro forma excludes purchase accounting adjustments. 12
CROSSFIRST BANKSHARES, INC. Supplemental information 13
Robust CFB Balance Sheet GrowthCROSSFIRST BANKTotal Assets ($mm)10 Year CAGR: 32%Tulsa International Bancsahres, Inc. $164mmFarmers & Stockmens Bank $567mm$346$561$843$1,220$1,574$2,133$2,959$4,112$4,931$5,659$5,621$6,085$164$567$679$5,518201120122013201420152016 20172018201920202021Q1 2022Organic AssetsAcquired AssetsSource: S&P Global.(1)Bank level data.14