0001458412 FALSE 0001458412 2022-11-07 2022-11-07
 
 
 
 
 
UNITED STATES
SECURITIES AND
 
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
November 7, 2022
 
Date of Report (date of earliest event reported)
CROSSFIRST BANKSHARES, INC.
 
(Exact name of registrant as specified in its charter)
Kansas
001-39028
26-3212879
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
11440 Tomahawk Creek Parkway
Leawood
Kansas
(Address of Principal Executive Offices)
66211
(Zip Code)
(
913
)
754-9704
 
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):
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
 
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))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under
 
the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.01 per share
CFB
The Nasdaq Stock Market LLC
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
 
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