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Item 2.01
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Completion of Acquisition or Disposition of Assets.
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On March 12, 2026, pursuant to the Merger Agreement, Merger Sub merged with and into IF Bancorp, with IF Bancorp as the surviving entity (the "Merger"). Following the Merger, IF Bancorp was merged with and into ServBanc, with ServBanc as the surviving entity.
Under the terms of the Merger Agreement, each share of IF Bancorp common stock was converted into the right to receive $26.40 in cash (the "Merger Consideration"), based on the tangible common equity calculation of the IF Bancorp set forth in the Merger Agreement. At the Effective Time, each restricted stock award issued that was outstanding at the Effective Time vested in full and such shares were converted into the right to receive the Merger Consideration.
As described in the IF Bancorp Current Report on Form 8-K filed on March 10, 2026 (the "Contingent Payment 8-K"), ServBanc and IF Bancorp entered into a Contingent Payment Agreement, dated March 9, 2026 (the "Contingent Payment Agreement"), pursuant to which a contingent payment fund of $5,004,650 (the "Contingent Payment Fund") was established with Computershare Trust Company, N.A., and funded by ServBanc. Pursuant to the Contingent Payment Agreement, the Contingent Payment Fund, net of certain expenses, may be disbursed, on a pro rata, per share basis, to holders of IF Bancorp's common stock as of the closing date of the Merger if a loan participation interest of IF Bancorp is repaid, in part or in full, in excess of the unreserved amount of the loan participation, as described in greater detail in Contingent Payment 8-K and the Contingent Payment Agreement. If the entire Contingent Payment Fund is paid to IF Bancorp stockholders, the per share payment would be approximately $1.51 per share, net of estimated expenses associated with the engagement of the contingent payment agent, maintenance of the Contingent Payment Fund account and fees payable to IF Bancorp's financial advisor, Keefe Bruyette and Woods, Inc.
The foregoing description of the Merger, the Merger Agreement and the Contingent Payment Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to IF Bancorp Bancorp's Current Report on Form 8-K filed on October 30, 2025, and the Contingent Payment Agreement, which was filed as Exhibit 99.1 to the Contingent Payment 8-K, each of which is incorporated herein by reference.
Subsequent to the Merger, Iroquois Federal Savings and Loan Association, a federal savings and loan association that was wholly owned by IF Bancorp, merged with and into Servbank, National Association, a national banking association and wholly owned subsidiary of ServBanc ("Servbank"), with Servbank as the surviving entity (the "Bank Merger").
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Item 3.01
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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As a result of the Merger and the subsequent merger of IF Bancorp with and into ServBanc, IF Bancorp no longer fulfills the listing requirements of the Nasdaq Stock Market ("Nasdaq"). On March 12, 2026, IF Bancorp notified Nasdaq that trading in IF Bancorp common stock should be suspended and the listing of IF Bancorp common stock should be removed, in each case prior to the opening of the market on March 13, 2026. Nasdaq has filed a notification of removal from listing of IF Bancorp common stock on Form 25 with the Securities and Exchange Commission to deregister IF Bancorp's common stock under Section 12 of the Securities Exchange Act of 1934. ServBanc, as successor to IF Bancorp, intends to file a Form 15 with the Securities and Exchange Commission to suspend IF Bancorp's reporting obligations under Sections 13 and 15(d) of the Securities Exchange Act of 1934.
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Item 3.03
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Material Modification to the Rights of Security Holders.
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The information set forth under Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
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Item 5.01
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Changes in Control of Registrant.
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The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Effective upon the consummation of the Merger, IF Bancorp's directors and executive officers ceased serving in such capacities. At the Effective Time, Walter H. Hasselbring III, Chief Executive Officer of IF Bancorp, was appointed as a director of Servbank.
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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Effective upon the consummation of the Merger, the Articles of Incorporation and the Bylaws of IF Bancorp ceased to be in effect.