v3.26.3
Subsequent Events - Pending Business Combination
9 Months Ended
Sep. 30, 2026
Subsequent Events [Abstract]  
Subsequent Events - Pending Business Combination

21. Subsequent Events - Pending Business Combination

Definitive Merger Agreement between the Company and Great Plains

On October 6, 2026, the Company entered into an Agreement and Plan of Reorganization (the “Merger Agreement”), by and among the Company, Thunder Merger Sub, Inc. (“Merger Sub”), an Oklahoma corporation and a wholly owned subsidiary of the Company, and Great Plains, the parent company of Great Plains National Bank, a national banking association with its principal office in Elk City, Oklahoma (“Great Plains Bank”).

Subject to the terms and conditions set forth in the Merger Agreement, Merger Sub will merge with and into Great Plains (the “Merger”), with Great Plains surviving as a wholly owned subsidiary of the Company. Immediately following, and in connection with the Merger, the Company will cause Great Plains to be merged with and into the Company, with the Company surviving the merger (the “Second Step Merger”). Immediately following the Second Step Merger, or at such later time as the Company may determine, the Company will cause Great Plains Bank to be merged with and into the Bank, with the Bank surviving the merger.

Under the terms of the Merger Agreement, at the closing of the transaction, each outstanding share of Great Plains common stock will be converted into the right to receive, without interest, a number of shares of the Company’s common stock, rounded to the nearest ten thousandth of a share, equal to the quotient of (A) 5,570,352, divided by (B) the number of shares of Great Plains common stock issued and outstanding immediately prior to the effective time of the Merger, except for cancelled shares and dissenting shares (the “Exchange Ratio”). The Exchange Ratio is subject to reduction in the event that Great Plains does not deliver a minimum of $153,300,000 of the sum of Great Plains’ capital, surplus and retained earnings accounts less all intangible assets, calculated as of the Calculation Time (as defined in the Merger Agreement) and in accordance with generally accepted accounting principles of the United States consistently applied, and adjusted to reflect certain merger costs and other specified items described in the Merger Agreement. The Company will not issue any certificates representing a fractional share of the Company’s common stock. In lieu of any fractional share, each holder of Great Plains stock entitled to a fractional share, upon surrender of such shares of Great Plains stock, will be entitled to receive from the Company an amount in cash, without interest, as described in the Merger Agreement.

The transaction is expected to close during the first quarter of 2027, and is subject to customary closing conditions, including the receipt of required regulatory approvals, the approval of Great Plains’ shareholders of the Merger Agreement and the Merger, and the approval of the Company’s shareholders of the issuance of shares of the Company’s common stock in connection with the Merger.