Form 8-K

8-K — Bank7 Corp.

Accession: 0001140361-26-036192

Filed: 2026-09-10

Period: 2026-09-03

CIK: 0001746129

SIC: 6022 (STATE COMMERCIAL BANKS)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — ef20081805_8k.htm (Primary)

EX-2.1 — EXHIBIT 2.1 (ef20081805_ex2-1.htm)

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8-K

8-K (Primary)

Filename: ef20081805_8k.htm · Sequence: 1

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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

Date of Report (date of earliest event reported):

September 3, 2026

Bank7 Corp.

(Exact name of registrant as specified in its charter)

Oklahoma

001-38656

20-0763496

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification Number)

1039 N.W. 63rd Street

Oklahoma City, Oklahoma 73116

(Address of principal executive offices and zip code)

(405) 810-8600

(Registrant's telephone number, including area code)

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:

☐

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, $0.01 Par Value

BSVN

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17CFR § 230.405) or 12b-2

of the Exchange Act of 1934 (17 CFR § 240.12b-2).

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 1.01

Entry into a Material Definitive Agreement.

Amendment to Stock Purchase Agreement

As previously disclosed, on July 1, 2026, Bank7 Corp. (the “Company”) and MCA Financial Group, LTD., and specifically Morris C. Aaron and/or Keith Bierman, solely in

its/their capacity as court-appointed receiver (the “Receiver”), acting on behalf of the Receivership Estate appointed pursuant to orders of the United States District Court for the District of Arizona (the “Court”) entered in KS StateBank

Corporation v. Kathleen K. Peters, et al., Case No. CV-25-02576-PHX-ROS (the “Receivership Proceeding”) entered into a Stock Purchase Agreement (the “Purchase Agreement”) whereby the Company agreed to purchase 237,136 shares of common stock of

Century Financial Services Corporation (“Century”), a New Mexico corporation and registered bank holding company, and any additional shares of Century that are subject to the Receivership Proceeding, estimated at approximately 71% of the

outstanding shares of common stock of Century, (collectively, the “Shares”) for a cash purchase price of $68.0 million (the “Purchase Price”). Pursuant to the terms of the Purchase Agreement, the sale of the Shares was subject to the receipt of

higher and better offers pursuant to bidding procedures approved by the Court in connection with a Court-supervised auction to determine the successful bidder. The Company previously disclosed its entry into the Purchase Agreement in its Current

Report on Form 8-K filed with the Securities and Exchange Commission on July 2, 2026.

The Receiver held the Court-supervised auction on September 3, 2026 pursuant to the bidding procedures approved by the Court (the “Auction”). At the conclusion of the

Auction, the Receiver determined that the final bid submitted by the Company was the highest or otherwise best bid and designated the Company as the successful bidder. On September 3, 2026, the Company entered into a First Amendment to Stock

Purchase Agreement (the “Amendment”) with the Receiver, which amends the Purchase Agreement to increase the Purchase Price to $88,960,000. The increased Purchase Price reflects the Company’s successful bid of $91,000,000 at the Auction, which

included the application of a break-up fee credit of $2,040,000. The Amendment does not otherwise modify any of the other material terms of the Purchase Agreement, which remain in full force and effect. The Company previously disclosed the results

of the Auction in its Current Report on Form 8-K filed with the Securities and Exchange Commission on September 3, 2026.

The Company’s obligations to close the purchase of the Shares remains subject to certain conditions to closing, including, but not limited to, the

entry by the Court of a Sale Order and receipt of all required regulatory approvals, including approval from the Board of Governors of the Federal Reserve System.

The foregoing summary of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which

is attached hereto as Exhibit 2.1 and incorporated by reference herein.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

2.1

First Amendment to Stock Purchase Agreement by and between Bank7 Corp. and MCA

Financial Group, LTD., dated September 3, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its

behalf by the undersigned hereunto duly authorized.

BANK7 CORP.

Dated: September 10, 2026

By:

/s/ Kelly J. Harris

Kelly J. Harris

Chief Financial Officer

EX-2.1 — EXHIBIT 2.1

EX-2.1

Filename: ef20081805_ex2-1.htm · Sequence: 2

Exhibit 2.1

FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT

This First Amendment to Stock Purchase Agreement (this “Amendment”) is made and entered into as of September 3, 2026, by and between Bank7 Corp., an Oklahoma corporation (“Purchaser”) and MCA Financial Group, LLC, a Delaware limited liability company (f/k/a MCA Financial Group, Ltd, an Arizona corporation), and specifically Morris C. Aaron and/or Keith Bierman, solely in its/their capacity as

court-appointed receiver (the “Receiver”), acting on behalf of the Receivership Estate. Purchaser and the Receiver are referred to herein

collectively as the “Parties” and each individually as a “Party.”

RECITALS

The Parties entered into that certain Stock Purchase Agreement, dated as of July 1, 2026 (the “Agreement”), pursuant to which, subject to the terms and conditions set forth in the Agreement, the Receivership Order, and subject to the entry of a Sale Order and payment of the Cash Purchase Price, the

Receiver agreed to sell, and Purchaser agreed to purchase, all of the Shares, free and clear of all Encumbrances.

The Agreement provided that the Cash Purchase Price was Sixty-Eight Million Dollars ($68,000,000), payable in cash at Closing in accordance with Section 2.02 of the

Agreement, and that the Sale remained subject to competing offers from Qualified Bidders in accordance with the Bidding Procedures.

Pursuant to the Bidding Procedures Order and the Bidding Procedures, as a result of the receipt of more than one Qualified Bid, on September 3, 2026, the Receiver

conducted a duly noticed auction in accordance with the terms of the Agreement and the Bidding Procedures for the Sale of the Shares (the “Auction”).

As a result of the Auction, Purchaser was the Successful Bidder and Purchaser’s Successful Bid (as such terms are defined in the Bidding Procedures) exceeded

Sixty-Eight Million Dollars ($68,000,000), and the Parties now wish to amend the Agreement to reflect Purchaser’s Successful Bid.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and in the Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties,

intending to be legally bound, agree as follows:

Section 1. Definitions. Capitalized terms used but not otherwise defined in this Amendment have the meanings ascribed to them in the

Agreement.

Section 2. Amendment to Section 2.02 of the Agreement.

Section 2.02 of the Agreement is hereby amended with the additions (indicated in boldface text) and deletions (indicated in strikethrough text) indicated below:

“Section 2.02. Consideration. The

amount payable for the Shares is Eighty-Eight Million Nine Hundred and Sixty Thousand Dollars ($88,960,000) Sixty-Eight Million Dollars ($68,000,000), in cash, (the “Cash Purchase Price”), which shall, subject to the terms and conditions hereof, be

payable at Closing in accordance with this Section 2.02. For the avoidance of doubt, the Cash Purchase Price reflects Purchaser’s

Successful Bid of Ninety-One Million Dollars ($91,000,000) for the Shares at the Auction, which Successful Bid included the application of a credit in the amount of the Break-Up Fee ($2,040,000) in accordance with the Bidding Procedures.”

Section 3. No Other Amendments; Ratification. Except as expressly amended by this Amendment, all terms, provisions, and conditions of

the Agreement remain unmodified and remain in full force and effect and are hereby ratified and confirmed in all respects. On and after the date hereof, each reference to the Agreement shall mean and be a reference to the Agreement as amended by

this Amendment. In the event of any conflict or inconsistency between this Amendment and the Agreement, the terms of this Amendment shall govern and control with respect to the subject matter hereof.

Section 4. Governing Law. This Amendment shall be construed and interpreted, and the rights of the Parties shall be determined, in

accordance with the Receivership Orders, any orders entered into with the Receivership Proceeding, and the substantive laws of the State of Arizona, in each case without regard to the conflict of laws principles thereof or of any other

jurisdiction.

Section 5. Counterparts; Electronic Delivery. This Amendment may be signed in counterparts and each such counterpart will constitute

an original document and such counterparts, taken together, will constitute one and the same instrument. This Amendment to the extent signed and delivered by e-mail delivery of a “.pdf” format data file, shall be treated in all manner and

respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. No Party hereto or to any such agreement or instrument shall

raise the use of e-mail delivery of a “.pdf” format data file to deliver a signature to this Amendment or any amendment hereto or the fact that any signature or agreement or instrument was transmitted or communicated through the use of e-mail

delivery of a “.pdf” format data file as a defense to the formation of a contract and each Party hereto forever waives any such defense.

Section 6. Court Approval. This Amendment is entered into in connection with the Sale approved, or to be approved, by the Court

pursuant to the Sale Order. The Parties acknowledge that the Agreement, as modified by this Amendment, may be modified or amended in a writing signed by the Parties in accordance with its terms and the Sale Order, provided that any such

modification, amendment, or supplement does not have a material adverse effect on the Receivership Estate, without further notice to or order of the Court.

Section 7. Acknowledgement. The Parties acknowledge and agree that MCA Financial Group, Ltd, an Arizona corporation, converted into

MCA Financial Group, LLC, a Delaware limited liability company, and all for all purposes of the Agreement and this Amendment, any and all references to MCA Financial Group, Ltd. shall refer to MCA Financial Group, LLC.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

IN WITNESS WHEREOF the Parties have caused this Amendment to be executed and delivered as of the day and year first above written.

BANK7 CORP.

By:

/s/ Thomas L. Travis

Name: Thomas L. Travis

Title: Vice Chairman and Chief Executive Officer

MCA FINANCIAL GROUP LLC (F/K/A MCA FINANCIAL GROUP, LTD.)

By:

/s/s Keith Bierman

Name: Keith Bierman

Title: Senior Managing Director

[Signature Page to First Amendment to Stock Purchase Agreement]

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