M&A - CROSSFIRST BANKSHARES, INC.

Form Type: 15-12G

Filing Date: 2025-03-13

Corporate Action: Merger

Type: New

Accession Number: 000110465925023250

Filing Summary: CROSSFIRST BANKSHARES, INC. has filed Form 15 to certify and provide notice of the termination of its registration under Section 12(g) of the Securities Exchange Act of 1934 as a result of its merger with First Busey Corporation. The filing indicates that the requirement to file reports according to Section 13 and 15(d) has been suspended due to this merger. There are no reported holders of record as of the certification date. This filing is a necessary step for a company undergoing such a significant corporate event, ensuring compliance with SEC regulations during the transition period of the merger.

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Form Type: POS AM

Filing Date: 2025-03-07

Corporate Action: Merger

Type: Update

Accession Number: 000110465925021781

Filing Summary: On March 1, 2025, CrossFirst Bankshares, Inc. merged with First Busey Corporation in a transaction wherein Busey is the surviving corporation. This filing serves as a Post-Effective Amendment No. 1 to the Registration Statement on Form S-3, which was initially filed on February 23, 2023. The amendment indicates that CrossFirst has terminated all offerings under the Prior Registration Statement and has deregistered all unsold shares of CrossFirst common stock. This termination and deregistration are a result of the merger agreement dated August 26, 2024, whereby all securities not sold have been removed from registration, confirming compliance with the Securities Act of 1933.

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Form Type: S-8 POS

Filing Date: 2025-03-07

Corporate Action: Merger

Type: Update

Accession Number: 000110465925021782

Filing Summary: CrossFirst Bankshares, Inc. filed a Post-Effective Amendment No. 1 to its prior Form S-8 registration statements to terminate all offerings of its securities following its merger with First Busey Corporation on March 1, 2025. The amendment deregisters any unsold shares of common stock and plan interests under the previous registration statements, which included 2,600,000 shares under the 2018 Omnibus Equity Incentive Plan and 868,813 shares under the Employee Stock Purchase Plan. The merger was facilitated under an Agreement and Plan of Merger dated August 26, 2024, with Busey as the surviving corporation from the merger. This change reflects the transition of CrossFirst's operations as it merges into an existing entity, ceasing its standalone offerings of stock.

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Form Type: S-8 POS

Filing Date: 2025-03-07

Corporate Action: Merger

Type: Update

Accession Number: 000110465925021784

Filing Summary: On March 1, 2025, CrossFirst Bankshares, Inc. merged with First Busey Corporation, with Busey as the surviving corporation as per the Agreement and Plan of Merger dated August 26, 2024. This filing serves as a Post-Effective Amendment No. 1 to terminate all offerings under previously filed Form S-8 registration statements and deregister shares of CrossFirst common stock along with any unsold securities. The registration statements being terminated include the issuance of 2,600,000 shares under the 2018 Omnibus Equity Incentive Plan and shares under the Employee Stock Purchase Plan.

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Form Type: S-8 POS

Filing Date: 2025-03-07

Corporate Action: Merger

Type: Update

Accession Number: 000110465925021786

Filing Summary: CrossFirst Bankshares, Inc. filed a Post-Effective Amendment No. 1 to its Form S-8 registration statements. This filing serves to terminate all offerings under the previous registration statements and deregister any unsold shares of CrossFirst common stock and other securities. The amendment is a result of the merger with First Busey Corporation which took place on March 1, 2025, pursuant to an Agreement and Plan of Merger dated August 26, 2024. The impacted registration statements include: 1) File No. 333-233744, filed on September 13, 2019, for 2,600,000 shares under the 2018 Omnibus Equity Incentive Plan; 2) File No. 333-239636, filed on July 2, 2020, for 118,813 shares under the Employee Stock Purchase Plan; 3) File No. 333-260504, filed on October 26, 2021, for 750,000 shares under the Employee Stock Purchase Plan.

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Form Type: 8-K

Filing Date: 2025-03-03

Corporate Action: Merger

Type: New

Accession Number: 000110465925019506

Filing Summary: On March 1, 2025, CrossFirst Bankshares, Inc. completed its merger with First Busey Corporation, with Busey as the surviving entity. The merger was executed under the Agreement and Plan of Merger signed on August 26, 2024. As a result of the merger, the separate existence of CrossFirst ceased. Following the merger, CrossFirst Bank will merge into Busey Bank on June 20, 2025. Shareholders of CrossFirst will receive 0.6675 shares of Busey Common Stock for each share of CrossFirst they hold, along with cash for any fractional shares. All prior stock awards and shares of CrossFirst ceased to exist, replaced by the merger consideration. Consequently, CrossFirst's common stock has been delisted from NASDAQ after notifying the exchange on February 28, 2025. Additionally, all directors and executives of CrossFirst exited their positions upon the merger, and new directors were appointed to Busey’s board. The organizational documents of CrossFirst ceased to be effective immediately at the merger's closure.

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Form Type: 8-K

Filing Date: 2025-01-17

Corporate Action: Merger

Type: Update

Accession Number: 000155837025000260

Filing Summary: On January 16, 2025, CrossFirst Bankshares, Inc. (CrossFirst) announced that First Busey Corporation (Busey) received regulatory approval from the Board of Governors of the Federal Reserve System for the merger of CrossFirst into Busey, with Busey continuing as the surviving corporation. This merger is part of an agreement dated August 26, 2024. Additionally, the merger will include the merger of CrossFirst Bank, CrossFirst's subsidiary, with Busey Bank. The transaction is expected to close on March 1, 2025, pending customary closing conditions and approval from the Illinois Department of Financial and Professional Regulation. A joint press release detailing these developments was issued on January 17, 2025.

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Form Type: 8-K

Filing Date: 2024-12-23

Corporate Action: Merger

Type: New

Accession Number: 000155837024016448

Filing Summary: On December 20, 2024, CrossFirst Bankshares, Inc. held a special meeting of stockholders to discuss the proposed merger with First Busey Corporation. During the meeting, stockholders voted on three proposals related to the merger. The first proposal, the CrossFirst Merger Proposal, was approved with 36,036,127 votes in favor. The second proposal, concerning advisory merger-related compensation for executive officers, also passed with 35,070,527 votes in favor. The third proposal, to potentially adjourn the special meeting, was deemed unnecessary due to sufficient votes for the merger approval. Subsequently, on December 23, 2024, both companies issued a joint press release to announce the results of the meeting and the stockholder approval. The vote represented approximately 73.57% of the shares outstanding, showcasing strong support for the merger.

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Form Type: 8-K

Filing Date: 2024-12-23

Corporate Action: Merger

Type: Update

Accession Number: 000155837024016449

Filing Summary: On December 20, 2024, CrossFirst Bankshares, Inc. announced the approval of its Annual Incentive Plan (AIP) by its Compensation Committee, related to its impending merger with First Busey Corporation, as per the merger agreement established on August 26, 2024. This plan includes several amendments in the context of a Change in Control, specifying payment adjustments under certain performance conditions and termination results for participants prior to bonus payout related to the merger. The summary details forward-looking statements regarding the merger, noting various risks, expectations, and potential legal or regulatory barriers that could impact the closing of the transaction, emphasizing the uncertainties associated with effective integration and achievement of expected synergies between the two organizations.

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Form Type: 425

Filing Date: 2024-12-13

Corporate Action: Merger

Type: Update

Accession Number: 000110465924128456

Filing Summary: On December 13, 2024, CrossFirst Bankshares, Inc. filed this report to update on the merger with First Busey Corporation, originally announced on August 26, 2024. The report details the planned merger transaction which involves CrossFirst merging into Busey, with Busey as the surviving corporation. Following this, CrossFirst Bank will merge into Busey Bank, also with Busey Bank as the surviving entity. The document also addresses ongoing legal matters including two lawsuits filed against CrossFirst and Busey claiming improprieties related to the merger registration statement. Despite these claims, both companies assert the allegations lack merit and maintain they adhere to legal requirements. Additionally, new disclosures related to the merger process are included, enhancing the previously shared proxy statement/prospectus. Information about stock price multiples, expected impacts on Busey's earnings per share, and other financial implications of the merger are also elaborated upon within this filing.

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Form Type: 425

Filing Date: 2024-12-13

Corporate Action: Merger

Type: Update

Accession Number: 000110465924128457

Filing Summary: On December 13, 2024, CrossFirst Bankshares, Inc. filed an update regarding its ongoing merger with First Busey Corporation. This follows their earlier announcement on August 26, 2024, detailing the execution of a Merger Agreement where CrossFirst will merge into Busey, with Busey remaining the surviving entity. The filing includes information about the joint proxy statement/prospectus filed by Busey on October 18, 2024, and its subsequent amendments, the effectiveness of the registration statement by the SEC, and the mailing of proxy materials to shareholders. Additionally, the report addresses ongoing legal challenges related to the merger, including two lawsuits filed against CrossFirst and its board, alleging misleading statements in the registration, while CrossFirst and Busey maintain that these claims lack merit. Despite the lawsuits, the companies plan to proceed with supplemental disclosures to the proxy materials to preempt potential delays or complications arising from these legal issues.

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Form Type: 8-K

Filing Date: 2024-12-13

Corporate Action: Merger

Type: Update

Accession Number: 000110465924128455

Filing Summary: CrossFirst Bankshares, Inc. is updating its shareholders on the merger agreement with First Busey Corporation, originally announced on August 26, 2024. The merger will result in CrossFirst merging with Busey, with Busey as the surviving corporation. Following the merger, CrossFirst Bank will then merge into Busey Bank. This report also highlights ongoing legal matters, including two lawsuits filed against CrossFirst and Busey by purported stockholders, alleging misleading statements regarding the merger. Despite these lawsuits, both companies assert the claims lack merit and have taken steps to supplement the joint proxy statement/prospectus to minimize litigation risks. The filing of the joint proxy statement/prospectus was preceded by the SEC declaring the associated registration statement effective on November 13, 2024, and that the documents intended to solicit approvals for the transaction have been sent to shareholders.

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