UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 7.01 Regulation FD Disclosure.
On November 7, 2022, CrossFirst Bankshares, Inc. ("CrossFirst") announced receipt of regulatory approval from the Federal Deposit
Insurance Corporation to complete the previously announced acquisition of Central Bancorp, Inc.’s (“Central”) bank subsidiary, Farmers &
Stockmens Bank (“F&S Bank”). CrossFirst and Central expect to complete the merger on or about November 22, 2022, pending
satisfaction or waiver of customary closing conditions set forth in the agreement. CrossFirst issued a press release announcing the approval
and expected closing date, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information in Item 7.01 of this report (including Exhibit 99.1) 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
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:
November 7, 2022
CROSSFIRST BANKSHARES, INC.
By:
/s/ Benjamin R. Clouse
Benjamin R. Clouse
Chief Financial Officer
Exhibit 99.1
CrossFirst Bankshares, Inc. Receives Regulatory Approval to Complete
Acquisition of Farmers & Stockmens Bank / Central Bank & Trust
LEAWOOD KANSAS
., November 7, 2022/PR Newswire/ -- CrossFirst Bankshares Inc. (NASDAQ: CFB),
the bank holding company for CrossFirst Bank (“CrossFirst”), announced today receipt of regulatory
approval from the Federal Deposit Insurance Corporation to complete the previously announced
acquisition of Central Bancorp, Inc.’s (“Central”) bank subsidiary, Farmers & Stockmens Bank (“F&S
Bank”). F&S Bank currently has Central Bank & Trust branches in Denver and Colorado Springs and
Farmers & Stockmens Bank branches in New Mexico.
CrossFirst and Central expect to complete the merger on or about November 22, 2022, pending
satisfaction or waiver of customary closing conditions set forth in the agreement.
“We are pleased to have received regulatory approval to welcome Farmers & Stockmens Bank and
Central Bank & Trust clients and employees to CrossFirst,” said Mike Maddox, CrossFirst’s Chief
Executive Officer." The expected combination of our companies reinforces the strong strategic and
cultural fit, and I am truly excited about the positive impact we will have in the communities we serve as
we become extraordinary together.”
We believe the acquisition accelerates CrossFirst’s growth trajectory and strengthens the company's
financial profile for continued success. CrossFirst will build on Farmers & Stockmens and Central Bank &
Trust’s footprint to reach a broad range of clients and expand into new regions.
Scott Page, Chief Executive Officer of F&S Bank, will assume the role of Regional President at CrossFirst
Bank and play a key role in the integration. “We are delighted to join a bank that shares our cultural
values and commitment to clients,” said Page. “Combining the strengths of our teams will provide our
clients expanded capabilities with the addition of CrossFirst’s comprehensive set of products, services,
and systems.”
Banking locations for Farmers & Stockmens Bank and Central Bank & Trust are expected to continue to
operate under their respective names until full integration is complete, which is anticipated to take place in
the first half of 2023. As the companies work to combine systems, clients should not experience any
changes to their banking and should continue using their current banking locations, checks, debit/credit
cards, digital banking and other banking services. Signage and documents will begin to reflect CrossFirst
Bank’s name upon closing as systems are combine d.
This approval follows prior approvals or non-objection letters from the Office of State Bank Commissioner
of Kansas, Colorado Department of Regulatory Agencies (Division of Banking), and New Mexico
Regulation & Licensing Department (Financial Institutions Division), and shareholders of Central. No
further bank regulatory approvals are required to complete the merger of CrossFirst and F&S Bank.
About CrossFirst Bankshares, Inc.
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 Bank has nine full-service banking locations in Kansas, Missouri, Oklahoma, Texas, and
Arizona that offer products and services to businesses, professionals, individuals, and families. For more
information, visit crossfirstbank.com.
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 F&S Bank into CrossFirst, 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, inclu de words such as “believe,” “expect,” “plans”,
“should” “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. 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; prior to the completion of the acquisition
or thereafter, CrossFirst’s and F&S Bank’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; closing conditions other than regulatory approval may not be satisfied in a timely
manner or at all; and 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. Such risks,
uncertainties and factors could harm CrossFirst’s or F&S’s business, financial position, and results of
operations, and could adversely affect the timing and anticipa ted 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 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.
Media Contact
Meggin Nilssen | CrossFirst Bank
913-302-1915 | meggin.nilssen@crossfirstbank.com
Investor Contact
Heather Worley | CrossFirst Bankshares, Inc.
214-676-4666 | heather@crossfirst.com