Financial Institutions

Mid Penn Bancorp, Inc. (Nasdaq: MPB), headquartered in Harrisburg, Pennsylvania, agreed to acquire 1st Colonial Bancorp, Inc. (OTCPK: FCOB), the Mount Laurel, New Jersey-based parent of 1st Colonial Community Bank, in a cash-and-stock merger. The deal was announced on September 24, 2025 via a joint press release and investor presentation filed as exhibits to a Form 8-K, with the definitive Agreement and Plan of Merger filed as Exhibit 2.1 to a companion Form 8-K the same week. The transaction closed after the close of business on February 27, 2026, with completion confirmed in a Form 8-K (Item 2.01) filed March 2, 2026; 1st Colonial Community Bank was merged into Mid Penn Bank at that time. Under the merger agreement, each share of 1st Colonial common stock was convertible, at the holder's election and subject to proration, into either 0.6945 of a share of Mid Penn common stock or $18.50 in cash, with the consideration mix fixed at 60% stock and 40% cash in the aggregate. At announcement this implied a value of $20.03 per 1st Colonial share and an aggregate transaction value of approximately $101 million, equal to 1.16 times 1st Colonial's tangible book value and 11.6 times its last-twelve-months earnings per share, based on Mid Penn's September 23, 2025 closing stock price. Because the stock portion of consideration floats with Mid Penn's share price, the value disclosed at closing had risen to approximately $106.1 million. All outstanding 1st Colonial stock options were cashed out at closing, and outstanding restricted stock units vested and settled in 1st Colonial shares shortly before closing. Upon completion, former 1st Colonial shareholders owned approximately 8% of Mid Penn's outstanding common stock, with Mid Penn shareholders owning the remaining approximately 92%. Mid Penn disclosed fully phased-in cost savings equal to 40% of 1st Colonial's noninterest expense base, with 80% of those savings phased in during 2026. The company also disclosed one-time merger and integration charges of approximately $12 million pretax (approximately $9.6 million after-tax), fully reflected in pro forma tangible book value at close. Mid Penn estimated the transaction would be accretive to earnings per share by approximately 10% in 2026 and approximately 14% in 2027 (full-year estimate), with tangible book value per share dilution of approximately 6% at closing and an earnback period of approximately 3.4 years on a crossover-method basis. Mid Penn projected an internal rate of return of approximately 24%, assuming a 10.0 times terminal price/earnings multiple and an 8.5% minimum tangible common equity to tangible assets ratio, and pro forma regulatory ratios of approximately 11.7% CET1, 9.4% TCE ratio and 13.0% total capital ratio. Mid Penn Chair, President and CEO Rory G. Ritrievi said the deal was "a strategic move to further expand our footprint into the greater Philadelphia metropolitan area, particularly southern New Jersey," adding that "the combined bank will continue the positive impact Mid Penn has made in the greater Philadelphia metropolitan area market, creating a more powerful, resilient, and dynamic financial institution." 1st Colonial President and CEO Robert B. White said the transaction would allow for "an expansion of our product and service offering, as well as bring greater financial capacity for continued investment in our company and our communities." As of June 30, 2025, 1st Colonial, founded in 2000, operated three full-service branches and one loan production office, with approximately $877 million in total assets, $743 million in total deposits and approximately $640 million in total loans. The combined company had pro forma total assets of more than $7.2 billion at announcement, and press materials at closing cited consolidated assets of approximately $7 billion. The registration statement on Form S-4 (declared effective ahead of a 1st Colonial special shareholder meeting) discloses that 1st Colonial ran a competitive sale process beginning in early 2025, soliciting and receiving non-binding indications from Mid Penn and two other unnamed parties referred to as "Financial Institution A" and "Financial Institution B." 1st Colonial initially signed an exclusive term sheet with Financial Institution A in June 2025, but its board terminated that process in mid-July 2025 after reverse due diligence revealed credit-quality and credit-philosophy concerns, and it rejected a revised offer from Financial Institution A on July 21, 2025 before re-engaging Mid Penn on July 25, 2025. The merger agreement was signed September 24, 2025 following unanimous approval by both companies' boards. As part of the transaction, 1st Colonial CEO Robert B. White became Senior Executive Vice President, Greater Philadelphia Metro Area Market President and Senior Risk Advisor of Mid Penn Bank, and one former 1st Colonial director, Thomas R. Brugger, was appointed to the Mid Penn and Mid Penn Bank boards. Keefe, Bruyette & Woods, A Stifel Company, served as exclusive financial advisor to Mid Penn, and Holland & Knight LLP served as Mid Penn's legal advisor. Stephens Inc. served as exclusive financial advisor to 1st Colonial and rendered a fairness opinion to 1st Colonial's board, and Stradley Ronon Stevens & Young, LLP served as 1st Colonial's legal advisor. The merger agreement provided for a termination fee of $4,040,000 payable by 1st Colonial under specified circumstances, and an outside termination date of September 30, 2026. Closing conditions included 1st Colonial shareholder approval, Nasdaq listing approval for the new Mid Penn shares, and regulatory approvals from the Federal Reserve, FDIC, Pennsylvania Department of Banking and Securities, and New Jersey Department of Banking and Insurance; the companies' initial regulatory applications were filed November 24, 2025. The transaction was intended to qualify as a tax-free reorganization for shareholders receiving Mid Penn stock. All of these conditions were satisfied and the transaction closed on February 27, 2026, well ahead of the September 30, 2026 outside date.

Mid Penn Bancorp, Inc. (Nasdaq: MPB), headquartered in Harrisburg, Pennsylvania, agreed to acquire 1st Colonial Bancorp, Inc. (OTCPK: FCOB), the Mount Laurel, New Jersey-based parent of 1st Colonial Community Bank, in a cash-and-stock merger. The deal was announced September 24, 2025 in a Form 8-K that included a joint press release (Exhibit 99.1) and an investor presentation (Exhibit 99.2). The merger agreement was unanimously approved by both companies' boards. Mid Penn Chair, President and CEO Rory G. Ritrievi said the transaction is 'a strategic move to further expand our footprint into the greater Philadelphia metropolitan area, particularly southern New Jersey,' creating 'a more powerful, resilient, and dynamic financial institution.' 1st Colonial President and CEO Robert White said the combination 'will allow for an expansion of our product and service offering, as well as bring greater financial capacity for continued investment in our company and our communities.' Under the terms of the merger agreement, 1st Colonial shareholders could elect to receive either 0.6945 of a share of Mid Penn common stock or $18.50 in cash for each 1st Colonial share, subject to proration so that, in the aggregate, 60% of the consideration was paid in Mid Penn stock and 40% in cash. Based on Mid Penn's closing share price of $30.31 on September 23, 2025, this implied a value of approximately $20.03 per 1st Colonial share and an aggregate transaction value of approximately $101 million. The investor presentation disclosed implied pricing multiples of 1.16x 1st Colonial's tangible book value per share and 11.6x its trailing-twelve-month earnings per share. All outstanding 1st Colonial stock options were to be cashed out at closing. The transaction was structured so that 1st Colonial would merge with and into Mid Penn, followed by the merger of 1st Colonial Community Bank into Mid Penn Bank, and was intended to qualify as a tax-free reorganization for 1st Colonial shareholders receiving Mid Penn stock. Following closing, 1st Colonial shareholders were expected to own approximately 8% of Mid Penn's outstanding common stock. Mid Penn disclosed expected fully phased-in cost savings equal to 40% of 1st Colonial's noninterest expense base, with 80% of those savings phased in during 2026. The company estimated one-time merger-related charges of approximately $12 million pre-tax (about $9.6 million after-tax), to be fully reflected in pro forma tangible book value. Other purchase-accounting marks disclosed in the investor presentation included a gross credit mark of $7.9 million (1.25% of loans held for investment, split evenly between purchase-credit-deteriorated and non-PCD loans), a loan interest-rate write-down of $28.3 million pre-tax (4.5% of loans held for investment, accreted over seven years), a core deposit intangible of $14.3 million (2.5% of non-time deposits, amortized over ten years), and a day-two CECL reserve estimate of $3.9 million. On financial impact, Mid Penn disclosed in the investor presentation approximately 10% EPS accretion in 2026 and approximately 14% EPS accretion in 2027 (full-year 2027 estimated earnings accretion), approximately 6% dilution to tangible book value per share at close with an estimated earnback period of approximately 3.4 years (crossover method), a projected internal rate of return of approximately 24% (assuming a 10.0x terminal P/E multiple and 8.5% minimum TCE/TA), pro forma CET1 of approximately 11.7%, and pro forma TCE ratio of approximately 9.4% excluding a stated CECL double count. The deal was expected to be immediately accretive to Mid Penn's estimated earnings per share. 1st Colonial, founded in 2000, operated three full-service branches and one loan production office in the greater Philadelphia area. As of June 30, 2025, 1st Colonial reported approximately $877 million in total assets, $743 million in total deposits and $640 million (reported as $639 million in the investor presentation) in gross loans, with a 0.93% year-to-date ROAA and 0.52% nonperforming-assets-to-assets ratio. On a pro forma basis combining the two companies as of June 30, 2025, Mid Penn disclosed total assets of more than $7.2 billion, total deposits of approximately $6.2 billion, gross loans of more than $5.4 billion, and more than 60 total branch locations. Concurrently with signing, 1st Colonial President and CEO Robert B. White entered into an employment agreement to become Senior Executive Vice President, Greater Philadelphia Metro Area Market President and Senior Risk Advisor of Mid Penn Bank, and one 1st Colonial-nominated director was to join the Mid Penn board at closing. Keefe, Bruyette & Woods, A Stifel Company, acted as exclusive financial advisor to Mid Penn, and Holland & Knight LLP acted as Mid Penn's legal advisor. Stephens Inc. acted as exclusive financial advisor to 1st Colonial and rendered a fairness opinion to 1st Colonial's board, and Stradley Ronon Stevens & Young, LLP acted as 1st Colonial's legal advisor. Mid Penn filed a Form S-4 registration statement on November 24, 2025 (File No. 333-291759, amended December 18, 2025) to register the shares of Mid Penn common stock issuable in the merger, which included a proxy statement for 1st Colonial and a prospectus for Mid Penn. On February 11, 2026, the companies announced that 1st Colonial shareholders had overwhelmingly approved the merger at a special meeting, with 3,993,902 shares voted in favor against 456 against and zero abstentions, representing over 80% of outstanding shares present at the meeting (over 99% of votes cast were in favor). The transaction closed after the close of business on February 27, 2026. At closing, Mid Penn disclosed the cash-and-stock transaction was valued at approximately $106.1 million, reflecting movement in Mid Penn's stock price between signing and closing (versus the approximately $101 million value disclosed at announcement based on the September 23, 2025 stock price). The consolidated company had approximately $7 billion in total assets and Mid Penn's branch count increased to 62 retail locations. In connection with the merger, Thomas R. Brugger, a former 1st Colonial director, was appointed to the Mid Penn and Mid Penn Bank boards effective as of the merger's effective time. Mid Penn confirmed the same financial and legal advisors served through closing: Keefe, Bruyette & Woods, A Stifel Company for Mid Penn, Holland & Knight LLP as Mid Penn's legal advisor, Stephens Inc. for 1st Colonial (including the fairness opinion), and Stradley Ronon Stevens & Young, LLP as 1st Colonial's legal advisor.

This deal is an initial public offering by Accelerant Holdings (ticker ARX), the issuer, a company in the financial institutions group (FIG) sector. The transaction is classified under the ECM (equity capital markets) product group, with a disclosed deal value of $723,684,192. The facts block is sourced from a single SEC filing: a 424B4 filed with SEC EDGAR and published on July 25, 2025. The deal's current status is pending regulatory approval. On the financial advisory side, a large syndicate of underwriters is named for the issuer, Accelerant Holdings. Morgan Stanley and Goldman Sachs & Co. LLC are both designated as lead underwriters. The remaining underwriters, named without a lead designation, are BMO Capital Markets, RBC Capital Markets, Wells Fargo Securities, Piper Sandler, William Blair, Raymond James, TD Securities, Citizens Capital Markets, and FT Partners. The source sentence for these roles is simply the underwriter tombstone listing from the prospectus: "Morgan Stanley Goldman Sachs & Co. LLC BMO Capital Markets RBC Capital Markets Wells Fargo Securities Piper Sandler William Blair Raymond James TD Securities Citizens Capital Markets FT Partners." No legal advisors were identified in the facts block for this transaction. Beyond the disclosed IPO size of $723,684,192 and the identity of the underwriting syndicate, the facts block does not provide further detail on the offering's share price, number of shares offered, or use of proceeds. Several facts are not disclosed in the source material. The facts block does not state the IPO price per share or the number of shares sold, nor does it name any legal counsel to the issuer or the underwriters. It also does not specify an expected pricing or closing date beyond the publication date of the prospectus.

This transaction is a cash-and-stock acquisition in which Nasdaq, Inc., trading under the ticker NDAQ, is acquiring Adenza. The deal is classified within the financial institutions group sector, and the disclosed value of the transaction is 10,500,000,000 dollars. The transaction is sourced from an SEC EDGAR Form 8-K filing published on June 12, 2023. According to the facts provided, the deal's status is pending regulatory approval. The financial advisory roster on this deal is extensive. Qatalyst Partners LP is serving as lead financial advisor to Thoma Bravo and Adenza (the target side), with a syndicate of additional advisors supporting in that role, namely Barclays, Citi, Evercore, HSBC Securities (USA) Inc., Jefferies LLC, and Piper Sandler, all named as financial advisors to Thoma Bravo and Adenza alongside Qatalyst. On the acquirer side, Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC are serving as financial advisors to Nasdaq, with Goldman Sachs & Co. LLC specifically named as serving as lead advisor to Nasdaq. On the legal side, Kirkland & Ellis LLP is serving as legal advisor to Thoma Bravo and Adenza, the target side of the transaction, while Wachtell, Lipton, Rosen & Katz is serving as legal advisor to Nasdaq, the acquirer. Beyond confirming that the transaction is structured as a cash-and-stock acquisition with an aggregate disclosed value of 10,500,000,000 dollars, no further detail on the specific mix or ratio between the cash and stock components is included in the facts available. Several elements of this deal remain undisclosed in the available material. No specific breakdown of the cash-versus-stock consideration mix is given, and no expected closing date is provided. The facts also do not specify which regulatory approvals are required or the anticipated timeline for completion.

American Integrity Insurance Group, Inc., a Tampa, Florida-based property and casualty insurer trading under ticker AII on the New York Stock Exchange, completed its initial public offering on May 9, 2025. The company sold 6,250,000 shares of common stock and certain selling stockholders sold an additional 625,000 shares, for an aggregate of 6,875,000 shares priced at $16.00 per share, resulting in a total offering size of $110,000,000. Gross proceeds to the company were $100,000,000 and gross proceeds to the selling stockholders were $10,000,000, both before underwriting discounts, commissions and offering expenses. The underwriters were granted a 30-day option to purchase up to 1,031,250 additional shares from the selling stockholders to cover over-allotments. On May 12, 2025 the underwriters notified the company that they had exercised this option in full, and the option shares closed on May 13, 2025. All of the option shares were sold by the selling stockholders, who received additional gross proceeds of $16.5 million before underwriting discounts, commissions and offering expenses; the company did not receive any proceeds from the sale of the option shares. Including the fully exercised option, total gross offering proceeds (company plus selling stockholders) reached $126,500,000. The underwriting discount was $1.12 per share. Before exercise of the option, underwriting discounts and commissions payable by the company and selling stockholders totaled $7,700,000, rising to $8,855,000 assuming full exercise; of that, $700,000 (no exercise) to $1,855,000 (full exercise) was payable by the selling stockholders alone. Proceeds before expenses to the company were $93,000,000 (unaffected by the option, since the company sold no option shares), while proceeds before expenses to the selling stockholders were $9,300,000 with no exercise and $24,645,000 with full exercise. The company separately estimated total offering expenses, excluding underwriting discounts and commissions, at approximately $5,000,000. Keefe, Bruyette & Woods, Inc. and Piper Sandler & Co. acted as joint bookrunning managers and representatives of the underwriters. Per the underwriting agreement's share allocation table, Keefe, Bruyette & Woods and Piper Sandler each committed to purchase 2,406,250 shares; William Blair & Company, L.L.C. committed to 687,500 shares; Citizens JMP Securities, LLC (marketed on the prospectus cover as Citizens Capital Markets) and Raymond James & Associates, Inc. each committed to 515,625 shares; and Oppenheimer & Co. Inc. committed to 343,750 shares, for a total of 6,875,000 shares. The company expects net proceeds of approximately $81.5 million after deducting the underwriting discount and other offering-related expenses, including termination of the Sowell management services agreement and a Restricted Stock Grant Net Settlement. The company intends to use the net proceeds for general corporate purposes, which may include contributing capital to its subsidiary AIICFL to support growth, and to use approximately $3.5 million of net proceeds to satisfy tax withholding and remittance obligations tied to the Restricted Stock Grant Net Settlement (an estimated 427,333 shares of common stock to be issued in that settlement, assuming a 33.8% weighted average tax withholding rate). On a pro forma basis as of December 31, 2024, the company's net tangible book value was $12.11 per share before the offering (on 13,331,828 shares outstanding), increasing to $12.62 per share after the offering. New investors purchasing at the $16.00 IPO price experienced immediate dilution of $3.38 per share, while existing owners saw an immediate increase in net tangible book value of $0.51 per share. After the offering, the company had 19,581,828 shares of common stock outstanding. Substantially all shares not sold in the offering became subject to a 180-day lock-up period under lock-up agreements executed in connection with the offering. In connection with the offering, on May 6, 2025 the company filed an amended and restated certificate of incorporation with the Delaware Secretary of State and its amended and restated bylaws became effective, both approved in advance by the board and stockholders to take effect prior to consummation of the IPO. Legal counsel to the company on the validity of the common stock offered was Haynes and Boone, LLP of Dallas, Texas. Legal counsel to the underwriters was Skadden, Arps, Slate, Meagher & Flom LLP of New York, New York. Certain legal matters relating to descriptions of the company's insurance regulatory environment were passed upon for the company by Meenan, P.A. of Tallahassee, Florida; the prospectus discloses that certain partners of Meenan, P.A. are members of American Integrity Insurance Group, LLC. Because the IPO has been confirmed as completed (priced May 7, 2025, closed May 9, 2025, with the over-allotment option fully exercised and closed May 13, 2025), this deal is no longer pending; the status reflects a closed, completed offering rather than pending regulatory approval. No further use-of-proceeds detail, concurrent share repurchase, or pricing-versus-prior-trading-price comparison is disclosed, since there was no pre-IPO public market for the stock (the $16.00 price was the first public price, not a premium or discount to a prior closing price).

This deal is an all-stock merger in which Associated Banc-Corp, trading under the ticker ASB, is acquiring American National Corporation. The transaction sits within the financial institutions group sector and carries a disclosed value of 604,000,000 dollars. The deal is sourced from an SEC EDGAR Form 8-K filing published on December 1, 2025. Based on the facts provided, the transaction is currently pending regulatory approval. On the financial advisory side, Piper Sandler & Co. served as financial advisor to American National, the target in this transaction. Evercore served as financial advisor to Associated, the acquirer. Neither advisor is flagged as holding a specific lead designation beyond their stated role as financial advisor to their respective client. Legal counsel was also engaged on both sides of the deal. Alston & Bird LLP served as legal advisor to American National, the target, while Wachtell, Lipton, Rosen & Katz served as legal advisor to Associated, the acquirer. The source sentence for each pairing explicitly ties the financial and legal advisor together for that side of the transaction. Beyond the identification of this transaction as an all-stock merger, no further detail on the specific terms of the stock exchange, such as an exchange ratio or any collar provisions, is included in the facts provided. A number of elements remain undisclosed based on the available material. No expected closing date is given, and no detail is provided on the exchange ratio or other specific mechanics of the all-stock consideration beyond the aggregate disclosed value of 604,000,000 dollars. The regulatory approvals required to close, and any timeline associated with them, are also not specified.

This deal is a cash-and-stock acquisition in which Skyward Specialty Insurance Group, Inc. (ticker SKWD), a company in the financial institutions group (FIG) sector, is the acquirer of Apollo Group Holdings Limited, the target. The transaction is classified under the M&A product group, with a disclosed value of $555,000,000. The facts block is sourced from a single SEC filing: an 8-K filed with SEC EDGAR and published on September 8, 2025. The deal's current status is pending regulatory approval. On the financial advisory side, Barclays acted as financial advisor to Skyward Specialty, the acquirer, and also provided committed financing for the transaction, with no lead designation specified. On the target side, Evercore acted as lead financial advisor to Apollo, with Howden Capital Markets & Advisory serving as an additional financial advisor to Apollo without a lead designation. Legal counsel was also disclosed for both sides. RPC acted as legal counsel to Skyward Specialty, the acquirer. Willkie Farr & Gallagher LLP acted as legal counsel to Apollo, the target. Beyond the cash-and-stock characterization of the consideration and the disclosed $555,000,000 deal value, the facts block does not specify the precise split between the cash and stock components. Several facts are not disclosed in the source material. The facts block does not give the specific cash/stock split of the consideration, nor does it disclose the amount of committed financing provided by Barclays. No expected closing date is given for the transaction.

This is a take-private/go-private transaction in which AssetMark Financial Holdings, Inc., a company in the fig (financial institutions group) sector, is being acquired by funds affiliated with GTCR. The product group for this record is sponsors-coverage, reflecting the private equity sponsor's role as acquirer. The disclosed transaction value is $2,700,000,000. The facts are sourced from an 8-K filed with the SEC via EDGAR, published on September 5, 2024. The deal's current status is pending regulatory review. The financial advisory roster on the sponsor side is substantial. UBS Investment Bank and Barclays are each identified as co-lead financial advisors to GTCR, per the statement that "UBS Investment Bank and Barclays served as co-lead financial advisors to GTCR and are providing debt financing support for the transaction," meaning both firms also have a debt financing role alongside their advisory mandate. Jefferies LLC and BofA Securities also served as financial advisors to GTCR in a non-lead capacity, as described in the sentence "BofA Securities and Jefferies LLC also served as financial advisors." On the target side, Morgan Stanley & Co. LLC served as exclusive financial advisor to AssetMark, acting in the lead role, consistent with language stating "Morgan Stanley & Co. LLC served as exclusive financial advisor to AssetMark." Legal counsel is disclosed on both sides. Davis Polk & Wardwell LLP provided legal counsel to AssetMark (the target), paired with Morgan Stanley's advisory role in the same source sentence. On the acquirer side, Kirkland & Ellis LLP provided legal counsel, and Paul Hastings LLP provided regulatory legal counsel specifically, per the statement "Kirkland & Ellis LLP provided legal counsel and Paul Hastings LLP provided regulatory legal counsel." Beyond the classification as a take-private/go-private transaction with a $2.7 billion disclosed value, no further detail on consideration structure (e.g., per-share price), financing sources beyond the debt financing support noted from UBS and Barclays, or other deal terms is included in the facts provided. Several items are not disclosed in this record: the per-share or other specific consideration terms are not given, no expected closing date is stated beyond the pending-regulatory status, and the facts block does not specify which of the sponsor-side banks beyond UBS and Barclays are providing financing versus advisory services only.

Ategrity Specialty Insurance Company Holdings, trading on the New York Stock Exchange under ticker ASIC, priced its initial public offering on June 10, 2025 at $17.00 per share. The base offering consisted of 6,666,667 shares of common stock sold by the company, for gross proceeds of $113,333,339 before underwriting discounts, consistent with the disclosed deal size. The prospectus was filed on Form 424B4 with the SEC on June 11, 2025 and reflects the final, priced terms of the offering rather than a preliminary range. The underwriters were granted a 30-day option to purchase up to 1,000,000 additional shares to cover over-allotments. According to the company's Form 10-Q for the quarter ended June 30, 2025, the IPO closed on June 12, 2025 with the issuance of 7,666,667 shares at $17.00 per share, which equals the base 6,666,667 shares plus the full 1,000,000-share over-allotment, confirming the option was exercised in full. This brought total gross proceeds to approximately $130.3 million. After underwriting discounts and commissions of $8.6 million and other offering expenses of $7.0 million (together $15.6 million), the company received net proceeds of approximately $114.7 million, which were recorded in additional paid-in capital. The underwriting syndicate, as named on the prospectus cover page, consisted of J.P. Morgan Securities LLC and Barclays Capital Inc. as the two largest participants, each allocated 2,666,667 shares in the underwriters' purchase table, followed by Citigroup Global Markets Inc. at 666,667 shares, and TD Securities (USA) LLC and Wells Fargo Securities, LLC at 333,333 shares each (totaling the base 6,666,667 shares before the over-allotment). The underwriting fee was $1.19 per share, equal to $7,933,333.73 on the base offering, with a selling concession to dealers of up to $0.714 per share. Ategrity stated in the prospectus that the principal purposes of the offering were to increase its capitalization and financial flexibility and to create a public market for its common stock, with net proceeds to be used as capital to grow the business, initially invested in fixed income securities, and for other general corporate purposes. The subsequent 10-Q confirmed that net proceeds were used to support growth initiatives, increase statutory capital and surplus of its insurance subsidiaries, and for general corporate purposes; no debt repayment or acquisition financing use was disclosed. Immediately prior to the IPO's effectiveness, Ategrity Specialty Holdings LLC converted from a Delaware LLC into a Nevada corporation and completed a 1-for-10.66 reverse unit split, with all historical share and per-share data retroactively restated. As of March 31, 2025 (the most recent balance sheet date in the prospectus), the company had a historical net tangible book value of $10.56 per share on an as-converted basis; the IPO price of $17.00 per share represented an immediate dilution of $5.84 per share to new investors, with as-adjusted net tangible book value rising to $11.16 per share after the base offering (or $11.26 and $5.74 of dilution if the option were exercised in full). On the base offering, new investors contributed 23.1% of total consideration paid ($113.3 million of $490.1 million) for 14.2% of the 47,066,674 shares outstanding immediately after the offering, while existing securityholders retained 85.8% of shares for 76.9% of consideration paid. Following the full over-allotment exercise, total shares outstanding stood at 48,066,674 as of June 30, 2025. All of the company's directors, officers, and existing owners agreed to 180-day lock-up agreements from the date of the prospectus, subject to customary exceptions. The offering consisted entirely of primary shares sold by the company; no selling stockholder shares were included in the base or over-allotment shares described above. Legal matters for the company in connection with the offering were passed upon by Latham & Watkins LLP (New York, NY), with the validity of the shares passed upon by Brownstein Hyatt Farber Schreck, LLP (Las Vegas, NV), reflecting the company's Nevada incorporation. Skadden, Arps, Slate, Meagher & Flom LLP (New York, NY) represented the underwriters. The consolidated financial statements of Ategrity Specialty Holdings LLC for the years ended December 31, 2024 and 2023 were audited by Ernst & Young LLP. In connection with the IPO's closing, the company also entered into a Shared Services Agreement with Zimmer Financial Services Group LLC (ZFSG), a Stockholders' Agreement among the company, ZFSG, Zimmer Management Services LLC and other signatories, indemnification agreements with directors and officers, and an employment agreement with Justin Cohen, all dated June 10, 2025 and disclosed in a Form 8-K filed June 12, 2025. ZFSG continued to hold majority voting power after the offering, making Ategrity a "controlled company" under NYSE governance rules.

White Mountains Insurance Group, Ltd., a Bermuda-domiciled financial services holding company listed on the New York Stock Exchange, announced on October 20, 2023 that it had entered into an agreement to acquire a majority stake in Bamboo Ide8 Insurance Services, LLC, a managing general agent focused on the California homeowners insurance market. The transaction is an insurance-sector M&A deal in which White Mountains, the acquirer, agreed to invest approximately $285 million, including primary capital to fund Bamboo's growth, in exchange for approximately 70% of Bamboo's basic shares outstanding. Bamboo, founded in 2018 by insurance executive John Chu, provides homeowners' insurance to over 100,000 California policyholders through a technology-enabled underwriting platform. This record is sourced from Exhibit 99.1, a press release titled White Mountains to Acquire a Majority Stake in Bamboo, attached to a Form 8-K filed by White Mountains Insurance Group, Ltd. with the SEC on October 20, 2023 (filer CIK 0000776867, SIC 6331, fire, marine and casualty insurance). At the time of this announcement the deal was newly signed and pending, with closing targeted for the following year; it is a separate, earlier transaction from White Mountains' subsequent 2025 sale of a controlling interest in Bamboo to CVC Capital Partners. On financial advisors, the press release names two firms split by side of the transaction. Howden Tiger Capital Markets & Advisory acted as financial advisor to White Mountains, the acquirer. Evercore Group, L.L.C. acted as financial advisor to Bamboo and its selling equityholders, i.e., the target side of the deal. The release does not designate either firm as lead financial advisor, and no other financial advisors are named. On the legal side, Cravath, Swaine & Moore LLP provided legal advice to White Mountains, while Willkie Farr & Gallagher LLP provided legal advice to Bamboo and the selling equityholders. Under the terms disclosed, the exact ownership percentage to be acquired by White Mountains and the resulting investment amount were to be determined based on Bamboo unitholder elections made prior to closing, meaning the $285 million and 70% figures are expectations rather than fixed contractual terms. The transaction was expected to close in the first quarter of 2024, subject to regulatory approvals and other customary closing conditions, and was stated not to be subject to a financing condition. The press release does not disclose Bamboo's standalone enterprise value, the cash-versus-stock composition of the consideration (the deal appears to be a primary and/or secondary equity investment rather than a classic cash/stock merger), or the specific regulatory approvals required. John Chu and the existing Bamboo management team were to continue leading the business and retain a significant equity stake, but the size of that retained stake beyond the approximate 30% non-White-Mountains ownership was not specified.

Old Second Bancorp, Inc. (Nasdaq: OSBC), a financial institutions sector company headquartered in Aurora, Illinois, agreed to acquire Bancorp Financial, Inc., the Oak Brook, Illinois-based holding company for Evergreen Bank Group, in a cash-and-stock merger. The parties signed an Agreement and Plan of Merger on February 24, 2025, which was disclosed in a Form 8-K filed February 25, 2025 along with a joint press release and investor presentation. The merger closed on July 1, 2025, with Bancorp Financial merging into Old Second and, immediately afterward, Evergreen Bank Group merging into Old Second National Bank, as confirmed in a Form 8-K filed July 1, 2025 reporting completion of the acquisition under Item 2.01. Under the merger agreement, each share of Bancorp Financial common stock was converted into the right to receive 2.5814 shares of Old Second common stock plus $15.93 in cash, with cash paid in lieu of fractional shares. Based on Old Second's February 24, 2025 closing price of $18.08, the per-share consideration was implied at $62.60, and total consideration was approximately 75% stock and 25% cash, for an aggregate transaction value of approximately $197 million as announced. Bancorp Financial's financial advisor, KBW, used a $202.3 million indicative transaction value based on Old Second's February 14, 2025 closing stock price ($18.80) for its fairness-opinion analyses, implying a value of $64.46 per Bancorp Financial share. Keefe, Bruyette & Woods (KBW), financial advisor to Bancorp Financial, calculated implied multiples for the deal in its fairness opinion materials: 19.7 times Bancorp Financial's annualized fourth-quarter 2024 EPS, 16.0 times estimated 2025 EPS, and 10.9 times estimated 2026 EPS. In a separate selected-transactions comparison of recent U.S. whole-bank deals, KBW calculated the Old Second/Bancorp Financial transaction at 1.35 times Bancorp Financial's tangible book value (versus a comparable-group 75th percentile of 1.58x, average of 1.34x, median of 1.29x, and 25th percentile of 1.06x), a core deposit premium of 6.7% (versus a group median of 3.3%), and 35.7 times Bancorp Financial's LTM EPS (versus a group median of 12.2x), reflecting Bancorp Financial's depressed trailing earnings relative to its forward estimates. Old Second disclosed that the combination is expected to deliver approximately 16% EPS accretion to Old Second stockholders in the first full year including fully phased-in cost savings, along with a projected increase in return on average assets of more than 13 basis points and an increase in return on average tangible common equity of more than 267 basis points on a pro forma basis, also assuming fully phased-in cost savings. Old Second said the acquisition would let it deploy excess capital at an estimated internal rate of return above 20%. The companies did not disclose a specific dollar figure or phase-in schedule for merger-related cost savings, nor did they disclose a tangible book value dilution or earnback period for the deal. Strategically, Old Second said the deal would create the second-largest community bank under $10 billion in assets in the Chicago market, with a pro forma company holding approximately $7.1 billion in assets, $6.0 billion in deposits, and $5.2 billion in loans across 56 branches in the Chicago area. James Eccher, Chairman, President and CEO of Old Second, said the transaction "offers a terrific pro forma balance sheet profile by combining the strength of Old Second's funding profile with the yield resiliency of Evergreen's unique asset strategies," adding that management believed "the combined income statement offers significantly less volatility and a stronger earnings profile in all rate environments." Darin Campbell, Chairman, President and CEO of Bancorp Financial, said the merger was "expected to create a stronger banking institution for our customers and communities," citing the combination of Evergreen's FreedomRoad Financial and Performance Finance powersports lending divisions with Old Second's balance sheet. A key strategic driver cited by Old Second was Evergreen's national powersports lending business, which represented approximately 60% of Evergreen's outstanding loan balances across roughly 88,000 accounts with a 2024 portfolio yield of 8.84%, originated through partnerships with original equipment manufacturers and more than 1,000 authorized dealers. The proxy statement/prospectus (Form 424B3 filed May 8, 2025, as supplemented May 15, 2025) that registered the Old Second shares issued in the deal under a Form S-4 (filed April 23, 2025, amended May 6, 2025) disclosed the negotiation background. Old Second CEO James Eccher first contacted Bancorp Financial CEO Darin Campbell in late May 2024. Starting in July 2024, Bancorp Financial's board worked with KBW to evaluate strategic alternatives, including remaining independent; KBW contacted one other Chicago-based financial institution on Bancorp Financial's behalf, but that institution indicated it was not interested in acquiring a company with a consumer lending focus, and no other potential acquirers were solicited. Old Second submitted a non-binding letter of intent on December 10, 2024 at an offered price of $195.0 million (approximately 130% of Bancorp Financial's tangible book value as of September 30, 2024), consisting of about $48.8 million cash and the remainder in stock. After further negotiation, the parties agreed to final terms (the 2.5814 exchange ratio and $15.93 cash per share) in mid-February 2025, and the merger agreement was executed February 24, 2025 following unanimous approval by both boards. The merger agreement provided for a termination fee of $8,500,000 payable by Bancorp Financial to Old Second under certain circumstances, and Bancorp Financial stockholders holding voting agreements, including all Bancorp Financial directors, agreed to vote in favor of the merger. Completion was conditioned on Bancorp Financial stockholder approval, effectiveness of the Form S-4 registration statement, Nasdaq listing approval for the new shares, receipt of required regulatory approvals from the Federal Reserve and the Office of the Comptroller of the Currency, and other customary closing conditions. Bancorp Financial stockholders approved the merger at a special meeting on June 18, 2025, as disclosed in a Form 8-K filed that day, and the deal closed on July 1, 2025. In connection with the closing, Old Second expanded its board by one seat for Darin Campbell and expanded Old Second National Bank's board by two seats for Campbell and Bancorp Financial CFO Jill Voss; Campbell also entered into an employment agreement to serve as EVP of Old Second and President of its National Specialty Lending, FreedomRoad Financial, and Performance Finance units, with an annual base salary of $550,000. On the financial advisory side, Piper Sandler & Co. served as financial advisor to Old Second, and Keefe, Bruyette & Woods, A Stifel Company, served as financial advisor to Bancorp Financial and rendered a fairness opinion, dated February 18, 2025, to Bancorp Financial's board. On the legal side, Nelson Mullins Riley & Scarborough LLP served as counsel to Old Second, and Vedder Price P.C. served as counsel to Bancorp Financial. Following closing, Old Second disclosed pro forma combined financials as of March 31, 2025 of approximately $6.98 billion in assets, $5.95 billion in deposits, and $5.09 billion in loans. Audited Bancorp Financial financial statements and unaudited pro forma condensed combined financial statements for the year ended December 31, 2024 were incorporated into the closing Form 8-K by reference to Old Second's Form S-4 amendment filed May 6, 2025; a further pro forma update covering the six months ended June 30, 2025 was indicated to be filed within 71 days of the closing 8-K.

Beacon Financial Corp, trading under ticker BBT in the financial services sector, is issuing $175,000,000 in subordinated notes through a debt capital markets offering. This is a fixed income transaction within the subordinated notes subtype, a common capital-raising instrument for financial institutions seeking to bolster their balance sheet with instruments that rank below senior debt but above equity. The transaction is sourced from an SEC filing published on August 19, 2026, through SEC EDGAR. The specific form type has not been identified in the available documentation. The deal currently holds pending-regulatory status, indicating that it has not yet closed and remains subject to regulatory approval or other outstanding conditions before completion. Beacon Financial has retained three joint book-running managers to lead the subordinated notes offering: Keefe, Bruyette & Woods, A Stifel Company, and Piper Sandler & Co., all functioning in lead capacity. Additionally, Hovde Group has been engaged as a co-manager to the issuer, assisting in the distribution and placement effort. The participation of these four firms across lead and co-manager roles reflects a broad syndication approach typical of institutional-scale debt offerings, with the three leads bearing primary responsibility for bookbuilding and pricing while the co-manager provides supporting distribution capacity. No legal advisors have been identified in the available documentation for this transaction. The transaction involves an issuance of $175,000,000 in subordinated notes. Beyond the disclosed principal amount, no additional structural details have been disclosed regarding the specific terms of the notes, including coupon rate, maturity date, tenor, or any call features, step-up provisions, or other embedded optionality that may be present in the final security. The closing date for this offering has not been disclosed. The specific form type of the SEC filing has not been identified. The coupon rate, maturity date, and other detailed terms of the subordinated notes, including any step-up features, call protection, or other structural provisions, remain undisclosed. Consideration structure, to the extent it differs from a standard cash notes issuance, has not been specified.

South Plains Financial, Inc. (NASDAQ: SPFI), the Lubbock, Texas-based parent company of City Bank, agreed on December 1, 2025 to acquire BOH Holdings, Inc., the Houston, Texas-based parent company of Bank of Houston, in an all-stock transaction. South Plains announced the deal in a current report on Form 8-K that included a joint press release and an investor presentation. The merger closed on April 1, 2026, with BOH merging into South Plains and Bank of Houston merging into City Bank. The transaction was valued at approximately $105.9 million, or $7.27 per BOH common share, based on South Plains' closing stock price of $37.79 on November 28, 2025. Under the merger agreement, each BOH share was exchanged for 0.1925 shares of South Plains common stock, subject to certain adjustments, and South Plains issued approximately 2.8 million shares (based on 14,334,219 BOH shares outstanding). Holders of BOH stock appreciation rights and unexercised warrants received cash consideration instead of stock. On a pro forma basis at signing, former BOH shareholders were expected to own approximately 14.5% of the combined company, with South Plains shareholders owning the remaining 85.5%. The deal was structured to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code; if the stock consideration's value fell below 40% of total merger consideration before closing, the agreement provided for the exchange ratio to be adjusted upward (with a corresponding reduction in any cash consideration) to preserve that threshold. South Plains disclosed several valuation multiples for the deal in its investor presentation: the transaction value represented approximately 143% of BOH's tangible common equity, 6.8 times BOH's estimated 2027 earnings per share, and a franchise premium of 7.4% of BOH's core deposits. As of September 30, 2025, BOH had approximately $772 million in total assets, $633 million in gross loans, and $629 million in deposits; at December 31, 2025 (per the closing press release) BOH had $744 million in total assets, $624 million in total loans, and $603 million in total deposits. The pro forma combined company was expected to have approximately $5.4 billion in total assets, $3.8 billion in gross loans, and $4.6 billion in total deposits, and a pro forma market capitalization of approximately $718 million at the time of signing. South Plains disclosed expected pre-tax cost savings of approximately $4.6 million in 2027, equal to about 25% of BOH's non-interest expense base, with 75% of the savings expected to be realized in 2026 and 100% thereafter. The company also disclosed a loan mark of $9.2 million (comprising a $7.6 million gross credit mark, equal to 1.20% of BOH's loans as of September 30, 2025, and a $1.6 million interest rate mark to be amortized over 5.0 years), a core deposit intangible of 1.50% of non-time deposits to be amortized over 10 years using the sum-of-years-digits method, and pre-tax transaction expenses of $13.8 million. The transaction was expected to be approximately 11% accretive to South Plains' earnings per share in 2027, with an estimated tangible book value per share earnback period of less than 3.0 years. Curtis Griffith, Chairman and CEO of South Plains, said the acquisition was "an important step in achieving our goal given the impressive franchise they have built in the fast-growing Houston market, which will add scale to our existing operations while also bringing long standing customer relationships to City Bank," adding that he believed "this combination will deliver substantial value to both South Plains' and BOH's shareholders which will make this a true win-win transaction." Jim Stein, Chairman, President and CEO of BOH, said "Houston is a dynamic community banking market, and this partnership provides needed resources to help accelerate our combined growth which we believe will drive value for our shareholders that we could not have achieved on our own," citing South Plains' "low cost, community deposits as well as their more expansive product portfolio." Cory Newsom, President of South Plains, said the company performed "a thorough, deep dive into BOH's loan portfolio and underwriting processes and found a credit culture that resembled ours," which he said "provides real confidence in the potential synergy and success of this acquisition." Upon completion, BOH's Chairman, President and CEO Jim Stein joined the boards of directors of both South Plains and City Bank and continued leading the Houston team; City Bank also entered into a new employment agreement with James D. Stein (base salary of not less than $350,000, a target annual bonus of 23.33% of base salary and a maximum of 35%) to help transition and assimilate Bank of Houston post-merger. Retention agreements were also put in place for other key BOH employees. On the target side, Hillworth Bank Partners served as financial advisor to BOH and rendered a fairness opinion to BOH's board of directors. Fenimore Kay Harrison LLP served as BOH's legal advisor. On the acquirer side, Raymond James & Associates, Inc. served as financial advisor to South Plains and rendered a fairness opinion to its board of directors, and Hunton Andrews Kurth LLP served as South Plains' legal advisor. The merger agreement, filed as Exhibit 2.1 to the December 1, 2025 Form 8-K, provided for a termination fee of $4,235,314 payable by BOH to South Plains in specified circumstances, including if BOH's board terminated the agreement to accept a superior proposal, if South Plains terminated after a change in BOH's board recommendation or a breach of BOH's no-shop covenant, or in certain scenarios tied to failure to hold the BOH shareholder vote after the Form S-4 registration statement had been effective for at least 25 business days. The agreement's outside date was November 1, 2026, extendable unilaterally by South Plains for up to an additional 60 days if the only unmet condition was pending regulatory approval. In the signing press release, South Plains stated it would file a Form S-4 registration statement with the SEC that would include a proxy statement for a special meeting of BOH shareholders and would also serve as a prospectus for the SPFI shares to be issued. The companies also noted the transaction required the approval of BOH's shareholders and "customary closing conditions, including the receipt of all required regulatory approvals." On March 23, 2026, South Plains and BOH jointly announced that BOH's shareholders had approved the merger at a shareholder meeting held March 20, 2026, and that the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, and the Texas Department of Banking had granted the required regulatory approvals and non-objections. With all approvals obtained, the companies said the merger was expected to close on April 1, 2026, subject to satisfaction of remaining customary closing conditions. The merger closed as planned on April 1, 2026, with BOH merging into South Plains and Bank of Houston merging into City Bank, both with South Plains and City Bank as the surviving entities, respectively.

This transaction is a bank holding company merger in which South Plains Financial, Inc. (ticker SPFI), a company in the financial institutions group (FIG) sector, is the acquirer of BOH Holdings, Inc., the target. The deal is classified under the M&A product group, and the disclosed deal value is not stated in the source document. The facts block is sourced from a single SEC filing: an 8-K filed with SEC EDGAR and published on April 1, 2026. The deal's current status is pending regulatory approval. On the financial advisory side, Raymond James & Associates, Inc. served as financial advisor to South Plains, the acquirer, rendering a fairness opinion to its board of directors, and is designated as lead advisor. On the target side, Hillworth Bank Partners served as financial advisor to BOH, likewise rendering a fairness opinion to its board of directors, and is also designated as lead advisor. Legal counsel was also disclosed for both sides. Hunton Andrews Kurth LLP served as South Plains' (the acquirer's) legal advisor. Fenimore Kay Harrison LLP served as BOH's (the target's) legal advisor. Beyond the characterization of the deal as a bank holding company merger, the facts block does not disclose further detail on consideration structure, such as whether the merger consideration is cash, stock, or a combination. Several facts are not disclosed in the source material. The overall deal value is not stated. The facts block does not specify the consideration structure (cash, stock, or mixed) for BOH shareholders, nor does it give an expected closing date.

South Plains Financial, Inc. (NASDAQ: SPFI), the Lubbock, Texas-based parent of City Bank, agreed to acquire BOH Holdings, Inc., the Houston, Texas-based parent of Bank of Houston, in an all-stock merger. The Agreement and Plan of Reorganization was signed December 1, 2025, with BOH merging into SPFI and SPFI surviving, followed immediately by a merger of Bank of Houston into City Bank. The deal closed on April 1, 2026, with SPFI confirming completion of the merger in a Form 8-K filed that day. Under the terms of the agreement, each share of BOH common stock was converted into the right to receive 0.1925 shares of SPFI common stock, with cash paid in lieu of fractional shares. Based on SPFI's closing price of $37.79 on November 28, 2025, the transaction was valued at approximately $105.9 million, or $7.27 per BOH common share. SPFI issued approximately 2.8 million shares (based on 14,334,219 BOH shares outstanding), with former BOH shareholders ending up owning approximately 14.5 percent of the combined company and SPFI shareholders retaining approximately 85.5 percent, according to SPFI's investor presentation. BOH stock appreciation rights and unexercised warrants were cashed out at closing rather than converted into SPFI equity. At signing of the earlier non-binding letter of intent on October 7, 2025, the same fixed 0.1925 exchange ratio had implied an aggregate value of approximately $111.1 million, based on SPFI's 20-day volume-weighted average price of $39.60 as of October 3, 2025, according to the merger proxy statement/prospectus (Form 424B3). SPFI's investor presentation disclosed transaction valuation metrics of deal value to tangible common equity of 143 percent, a price to estimated 2027 earnings per share multiple of 6.8x, and a franchise premium to core deposits of 7.4 percent. As of September 30, 2025, BOH had approximately $772 million in consolidated assets, $633 million in gross loans and $629 million in consolidated deposits, with a return on average assets of 1.47 percent and a net interest margin of 3.75 percent for the 2025 year-to-date period, per the presentation. Pro forma for the transaction, the combined company was expected to have approximately $5.4 billion in assets, $3.8 billion in loans and $4.6 billion in deposits based on balance sheets as of September 30, 2025, with roughly 26 branches across Texas and the 11th-most deposits among Texas-headquartered banks in Houston. SPFI disclosed expected pretax cost savings of approximately $4.6 million in 2027, equal to about 25 percent of BOH's non-interest expense base, with 75 percent of the savings expected to be realized in 2026 and 100 percent thereafter. The transaction assumptions also included a loan mark of $9.2 million (comprising a $7.6 million gross credit mark, equal to 1.20 percent of BOH's loans as of September 30, 2025, and a $1.6 million interest rate mark amortized over 5.0 years), a core deposit intangible of 1.50 percent of non-time deposits amortized on a sum-of-years-digits basis over 10 years, and pretax transaction expenses of $13.8 million. SPFI stated it did not expect to incur an additional mark related to Day-2 CECL accounting. SPFI disclosed the transaction was expected to be approximately 11 percent accretive to its earnings per share in 2027 (the first full year of combined operations), with tangible book value dilution at closing of approximately 3.5 percent including loan rate marks (3.1 percent excluding rate marks) and a tangible book value earnback period of 2.9 years including rate marks (2.8 years excluding rate marks). The presentation also disclosed an estimated internal rate of return of approximately 30 percent based on a 10x terminal multiple, and pro forma regulatory capital ratios of approximately 10.2-10.3 percent tangible common equity, 11.9 percent leverage, 13.9 percent CET1 and 16.5 percent total capital. Curtis Griffith, Chairman and CEO of South Plains, said the acquisition of BOH "is an important step in achieving our goal given the impressive franchise they have built in the fast-growing Houston market, which will add scale to our existing operations while also bringing long standing customer relationships to City Bank," adding that he believes "this combination will deliver substantial value to both South Plains' and BOH's shareholders which will make this a true win-win transaction." Jim Stein, Chairman, President and CEO of BOH, said the partnership "provides needed resources to help accelerate our combined growth which we believe will drive value for our shareholders that we could not have achieved on our own," citing the strength of South Plains' low-cost, community deposits and broader product portfolio. Cory Newsom, President of South Plains, said cultural and credit-culture compatibility between the two banks, confirmed through a deep dive into BOH's loan portfolio and underwriting, provided confidence in the deal's potential synergies. The merger proxy statement/prospectus (Form 424B3) disclosed that BOH's board and management had periodically evaluated strategic alternatives, including continuing independently, pursuing acquisitions, or merging with another institution. In December 2024, BOH held informal discussions with an unnamed Texas-based public bank holding company ("Company A") about a possible combination, which ended in January 2025 when the parties determined there was insufficient interest to proceed. In late August 2025, a second Texas-based public bank holding company ("Company B") expressed interest, signed a confidentiality agreement with BOH on September 8, 2025, requested information and discussed an expected price range, but discontinued discussions shortly thereafter. BOH engaged Hillworth Bank Partners as exclusive financial advisor on August 18, 2025. Discussions with SPFI began in mid-September 2025, a non-binding letter of intent was signed October 7, 2025, and the definitive merger agreement was signed December 1, 2025, after SPFI's board received a fairness analysis from Raymond James and BOH's board received an oral (later written) fairness opinion from Hillworth, both delivered December 1, 2025. Raymond James & Associates, Inc. served as financial advisor to South Plains and rendered a fairness opinion to its board of directors; Hunton Andrews Kurth LLP served as South Plains' legal advisor. Hillworth Bank Partners served as financial advisor to BOH and rendered a fairness opinion to its board of directors; Fenimore Kay Harrison LLP served as BOH's legal advisor. Completion of the merger was subject to approval by BOH's shareholders (requiring at least two-thirds of outstanding BOH shares, voted at a special meeting held March 20, 2026), Nasdaq listing approval for the SPFI shares to be issued, receipt of required regulatory approvals, and effectiveness of SPFI's Form S-4 registration statement (filed January 30, 2026, amended February 13, 2026, and declared effective by the SEC on February 18, 2026). The merger agreement provided for a termination fee of $4,235,314 payable by BOH under certain circumstances, and allowed either party to terminate if the merger did not close by November 1, 2026 (subject to extension). Under the agreement, James D. Stein, BOH's Chairman, President and CEO, joined the boards of SPFI and City Bank following closing. The merger closed effective April 1, 2026, with SPFI issuing approximately 2.8 million shares of common stock to former BOH shareholders, confirmed in a Form 8-K filed that day. Immediately following the merger, Bank of Houston merged into City Bank, with City Bank surviving. Mr. Stein was appointed to the SPFI board as a Class II director and to the City Bank board as a Class III director at closing.

This is an initial public offering in the fig sector, with Bowhead Specialty Holdings Inc. (ticker BOW) as the issuer. The product group is ecm (equity capital markets). The disclosed transaction value is $128,000,004. The facts are sourced from a 424B4 prospectus filed with the SEC via EDGAR, published on May 24, 2024. A 424B4 is the final prospectus filing type used to document the terms of a completed securities offering, consistent with the IPO subtype of this record. The deal's current status is pending regulatory review. The underwriting syndicate includes several named firms. Morgan Stanley and J.P. Morgan are each identified as joint book-running managers in a lead capacity. RBC Capital Markets and Keefe, Bruyette & Woods, A Stifel Company, are identified as underwriters without a lead designation. The source sentence for all of these entries is drawn from what appears to be the cover page or underwriter listing of the prospectus: "J.P. Morgan Morgan Stanley Keefe, Bruyette & Woods A Stifel Company Citizens JMP RBC Capital Markets Dowling & Partners Securities, LLC Siebert Williams Shank," which also references additional firms, including Citizens, JMP, Dowling & Partners Securities, LLC, and Siebert Williams Shank, though these are not broken out as discrete advisor entries in the facts provided. No legal advisors were extracted for this transaction in the available facts block. Beyond the classification of this transaction as an initial public offering with a disclosed size of $128,000,004, no further detail on the number of shares offered, the offering price per share, or the use of proceeds is included in the facts provided. Several items are not disclosed in this record: no legal advisors are identified for the issuer or the underwriters, the per-share offering price and share count are not specified, and no additional detail beyond the underwriter listing is given regarding the roles of Citizens, JMP, Dowling & Partners Securities, LLC, or Siebert Williams Shank in the syndicate.

This transaction is a depositary shares and preferred stock offering by Bread Financial Holdings, Inc., trading under the ticker BFH, classified under the equity capital markets product group. The deal is classified within the financial institutions group sector, and the disclosed value of the offering is 75,000,000 dollars. The transaction is sourced from an SEC EDGAR Form 424B5 filing published on November 21, 2025. Based on the facts provided, the deal's status is pending regulatory approval. The underwriting syndicate on this offering is organized as a group of joint bookrunners, all serving the issuer, Bread Financial. Morgan Stanley, Wells Fargo Securities, RBC Capital Markets, and J.P. Morgan are all named as joint bookrunners, and each is identified as holding lead status on this offering. The source material lists these four firms together under the heading "Joint Bookrunners," reflecting a shared lead role across the syndicate rather than a single designated lead manager. No legal advisor is identified for the issuer or for the underwriting syndicate in the facts provided for this transaction. Beyond confirming that the offering is structured as depositary shares tied to a preferred stock offering, with a disclosed value of 75,000,000 dollars, no further detail on the specific dividend rate, liquidation preference, or other terms of the preferred stock is included in the facts available. Several elements of this deal remain undisclosed. No legal advisor to the issuer or to the underwriters is identified, and no detail is provided on the dividend rate or other specific economic terms of the preferred stock or depositary shares. The facts also do not specify an expected closing or settlement date for the offering.

Capital One Financial Corporation, a financial services company trading under ticker COF, acquired Brex Inc., a privately held AI-native business finance platform, in a combination stock-and-cash transaction originally valued at $5.15 billion. The deal was announced January 22, 2026 and has since closed, with Capital One completing the acquisition on April 7, 2026, according to the company's Form 10-K for fiscal year 2025 and its Form 10-Q filings for the first and second quarters of 2026. Capital One Founder, Chairman and Chief Executive Officer Richard D. Fairbank said in the joint announcement that "since our founding, we set out to build a payments company at the frontier of the technology revolution," adding that "acquiring Brex accelerates this journey, especially in the business payments marketplace." Fairbank also said Brex "invented the integrated combination of corporate credit cards, spend management software and banking together in a single platform" and has "taken the rarest of journeys for a fintech, building a vertically integrated platform from the bottom of the tech stack to the top." Brex Founder and CEO Pedro Franceschi said the companies would "maximize founder mode by combining Brex's payments expertise and spend management software with Capital One's massive scale, sophisticated underwriting, and compelling brand to accelerate growth and increase the speed at which we can offer better finance solutions to the millions of businesses in the U.S. mainstream economy." Franceschi was expected to continue leading Brex within Capital One following completion, per the press release. As announced, the transaction was valued at $5,150,000,000 in aggregate consideration, consisting of approximately $2.75 billion in cash and approximately 10.6 million shares of Capital One common stock, subject to adjustments set out in the merger agreement. Capital One's 10-K (covering the period through the January 22, 2026 signing) restated the expected cash portion as approximately $2.58 billion. At closing on April 7, 2026, per the 8-K filed that day, the final consideration paid was approximately $2.56 billion in cash and 10,646,306 shares of Capital One common stock, subject to customary post-closing adjustment. Capital One's Form 10-Q for the quarter ended June 30, 2026 (which finalized the preliminary purchase price allocation) put the fair value of total consideration transferred at $4,521 million, comprising $2,630 million of cash and $1,891 million in fair value of Capital One stock (including $13 million attributable to assumed restricted stock units). Brex's equity was acquired, not merged by tender offer; no separate proxy statement or Form S-4 was required because Brex was a privately held company and the stock portion was issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act, as disclosed in the 8-Ks filed at signing and at closing. Immediately following closing, Capital One paid off (or, per the Q1 2026 10-Q, "settled") Brex's outstanding debt of approximately $1.1 billion, which is reflected in the company's securitized debt obligations and purchase accounting disclosures for the second quarter of 2026. No separate new acquisition debt, bridge facility or financing details beyond this debt payoff were disclosed in the filings reviewed. Under purchase accounting disclosed in the second-quarter 2026 Form 10-Q, Capital One recognized approximately $5.8 billion in acquired assets, consisting primarily of $3.1 billion in goodwill (preliminary), $815 million of loans, $725 million of cash and cash equivalents, $510 million of developed technology (to be amortized over five years), and $432 million of customer relationship and other intangible assets (to be amortized over ten to twelve years). The more detailed Table 2.1 purchase price allocation in that filing showed $2,774 million of preliminary fair value of assets acquired, $1,322 million of preliminary fair value of liabilities assumed, $1,452 million of preliminary net assets acquired, and $3,069 million of preliminary goodwill. Because the Brex acquisition was structured as a nontaxable corporate reorganization, that goodwill is not deductible for tax purposes; it has been preliminarily allocated $2.4 billion to the Credit Card segment and $710 million to the Consumer Banking segment. Results of Brex have been included within Domestic Card, part of Capital One's Credit Card segment, since the second quarter of 2026, and legacy corporate card results were combined with Brex's results in that segment starting that quarter. Capital One disclosed $96 million of integration expenses related to the Brex acquisition in the three and six months ended June 30, 2026, driven primarily by salaries and associate benefits and professional services, recorded within operating expense. No separate run-rate cost synergy target, EPS accretion/dilution estimate, tangible book value dilution figure, or earnback period for the Brex deal was disclosed in any of the filings reviewed (the 8-Ks, the FY2025 10-K, or the Q1 and Q2 2026 10-Qs); these figures are not disclosed, unlike the detailed synergy and accretion metrics banks sometimes publish for larger bank-to-bank mergers. According to the company's background description, Brex offers an AI-native finance platform enabling businesses to issue corporate cards, automate expense management, and make real-time payments, serving more than 25,000 companies in over 50 countries, including named customers such as DoorDash, TikTok, Anthropic, Robinhood, Crowdstrike, Zoom, Plaid, Intel, SeatGeek and the Boston Celtics, per the joint press release. Capital One's FY2025 10-K described the only disclosed closing condition as satisfaction of customary closing conditions, including clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. No termination fee was disclosed in the filings reviewed. The transaction closed within the timeframe the companies had targeted ("middle of calendar year 2026" per the original press release, though it closed somewhat earlier, in early April 2026). On the Capital One side, BofA Securities served as financial advisor and Wachtell, Lipton, Rosen & Katz served as legal advisor, with Baker McKenzie providing counsel on certain foreign legal matters. For Brex, Centerview Partners LLC served as financial advisor and Wilson Sonsini, Simpson Thacher and Skadden Arps served as legal advisors, all per the joint press release filed as Exhibit 99.1 to Capital One's January 22, 2026 Form 8-K.

Brown & Brown, Inc., a financial services company trading under ticker BRO, is conducting an equity offering in the financial sector with a disclosed value of 4 billion dollars. This is an equity capital markets transaction and falls within the equity offering subtype. The transaction is currently in pending regulatory status. The information regarding this deal has been sourced from SEC filings published on the SEC EDGAR database. The first filing was published on June 10, 2025, with a subsequent filing published on June 12, 2025. The form type for these filings is not specified in the available documents. The deal remains in pending regulatory status and has not yet closed. The underwriting syndicate for this offering is substantial and multi-tiered. J.P. Morgan and BofA Securities are serving as joint book running managers and are leading the transaction. BMO Capital Markets and Truist Securities are serving as additional book-running managers. The co-managers on the transaction are Wells Fargo Securities, BTIG, Fifth Third Securities, PNC Capital Markets LLC, Morgan Stanley, Citizens Capital Markets, Barclays, Dowling & Partners Securities LLC, Goldman Sachs & Co. LLC, and Raymond James. This represents a broad range of investment banks participating across multiple tiers of the underwriting hierarchy. No legal advisors have been identified or disclosed in the available source materials for this transaction. The transaction is structured as an equity offering with a disclosed aggregate value of 4 billion dollars. However, the specific structural details regarding the composition of this offering, the pricing, the number of shares to be issued, or any other terms and conditions of the equity offering have not been disclosed in the available materials. Several material details regarding this transaction remain undisclosed or unknown. No expected closing date has been provided. The specific consideration structure and pricing parameters for the offering have not been specified. The form type of the SEC filings documenting this transaction is unknown. Additionally, no information has been disclosed regarding any lock-up provisions, share allocation percentages among the underwriters, or other customary equity offering terms.

Brown & Brown, Inc., a financial services sector company trading under ticker BRO, priced a $4.2 billion senior notes offering on June 11, 2025 and closed the sale on June 23, 2025. The notes were issued in six tranches: $400 million of 4.600% senior notes due December 23, 2026; $500 million of 4.700% senior notes due June 23, 2028; $800 million of 4.900% senior notes due June 23, 2030; $500 million of 5.250% senior notes due June 23, 2032; $1.0 billion of 5.550% senior notes due June 23, 2035; and $1.0 billion of 6.250% senior notes due June 23, 2055. Interest on all tranches is payable semi-annually in arrears on June 23 and December 23 of each year, commencing December 23, 2025. The notes were priced at issue prices ranging from 99.697% to 99.994% of face value, with underwriting discounts ranging from 0.300% (2026 notes) to 0.875% (2055 notes). Total proceeds to the company before expenses were approximately $4,167,288,000 after underwriting discounts of $24,700,000 on $4,191,988,000 of gross proceeds (aggregate principal across the six tranches is $4.2 billion). The notes are senior unsecured obligations that rank equally with the company's other senior unsecured indebtedness and were not listed on any securities exchange. They were issued under the company's existing Indenture dated September 18, 2014 with U.S. Bank Trust Company, National Association (as successor trustee), as supplemented by a Sixth Supplemental Indenture dated June 23, 2025. The company intends to use the net proceeds of the notes, together with net proceeds of a concurrent common stock offering (43,137,254 shares priced at $102.00 per share for gross proceeds of approximately $4.3 billion, announced the same day) and cash on hand, to fund the cash consideration payable under its previously announced Agreement and Plan of Merger to acquire RSC Topco, Inc., the holding company for Accession Risk Management Group, Inc., together with Encore Merger Sub, Inc. and Kelso RSC (Investor), L.P. as equityholder representative. Pending application, net proceeds are expected to be invested in investment-grade securities, money market funds, bank deposits or similar short-term instruments. Five of the six tranches (the 2026, 2028, 2030, 2032 and 2055 notes, defined as the "SMR Notes") are subject to a special mandatory redemption feature: if the RSC acquisition is not consummated by the later of March 10, 2026 (extendable to June 10, 2026 under the merger agreement) and five business days after any further extension of the merger agreement's expiration date, or if Brown & Brown notifies the trustee the merger agreement has been terminated, the company must redeem all SMR Notes at 101% of principal plus accrued and unpaid interest. The 2035 notes are not subject to this special mandatory redemption and will remain outstanding regardless of whether the acquisition closes, with proceeds from that tranche to be used for general corporate purposes if the deal falls through. There is no escrow account or security interest securing the special mandatory redemption obligation. Aside from the special mandatory redemption, the company may optionally redeem each series of notes, in whole or in part, prior to a par call date specific to each tranche (ranging from the notes' maturity for the 2026 notes to six months before maturity for the 2055 notes) at a make-whole price equal to the greater of the present value of remaining payments discounted at the Treasury Rate plus a spread ranging from 10 basis points (2026 notes) to 25 basis points (2055 notes), or par, plus accrued interest. On or after the applicable par call date, notes are redeemable at par plus accrued interest. If a Change of Control Triggering Event occurs, the company must offer to repurchase the notes from holders; the prospectus supplement defines "Investment Grade" by reference to Fitch, Moody's and S&P rating thresholds for purposes of that covenant, but no specific issuer or issue credit rating assigned by any rating agency to these notes is disclosed in the filings reviewed. BofA Securities, Inc. and J.P. Morgan Securities LLC acted as lead book-running managers for the notes offering. BMO Capital Markets, Truist Securities, Fifth Third Securities, PNC Capital Markets LLC, US Bancorp, Wells Fargo Securities and Morgan Stanley served as additional book-running managers, and Citizens Capital Markets served as the sole co-manager (Morgan Stanley is an additional book-running manager, not a separate co-manager, per the final prospectus supplement). Holland & Knight LLP, Orlando, Florida, passed on the validity of the notes for Brown & Brown, and Sidley Austin LLP, New York, acted as counsel to the underwriters. The notes offering itself closed on June 23, 2025 and is not contingent on completion of the RSC acquisition; the acquisition was pending regulatory approval as of the pricing date, and the special mandatory redemption mechanics tie five of the six tranches to the outcome of that separate, still-pending transaction. No information was found in the reviewed filings regarding specific credit ratings assigned to the notes by Fitch, Moody's or S&P.

StoneX Group Inc. issued a Rule 8 announcement under the UK Takeover Code on October 21, 2024, directing its stockholders' attention to disclosure obligations arising from CAB Payments Holdings plc's October 10, 2024 announcement that it had received an unsolicited, non-binding proposal from StoneX relating to a possible offer for CAB Payments' entire issued and to be issued share capital. The announcement states there could be no certainty that a firm offer would be made, nor as to its potential terms. This record is sourced from an Exhibit 99.1 Rule 8 Announcement furnished with StoneX's Form 8-K filed October 21, 2024. A subsequent Form 8-K filed November 8, 2024 (also reviewed) discloses that on November 7, 2024, StoneX announced it was no longer pursuing the transaction and did not intend to make an offer to acquire CAB Payments; the proposal was therefore withdrawn and never became a completed deal. Perella Weinberg UK Limited acted as financial adviser to StoneX on the proposal, per the announcement's statement that "Perella Weinberg UK Limited ('PWP'), which is authorized and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for StoneX in connection with the matters set out in this announcement and for no one else." No financial adviser to CAB Payments is named in this particular filing, and no lead designation applies since PWP was StoneX's sole disclosed adviser in this document. No legal advisors are disclosed in the fetched document for either party. The announcement's substance is procedural, explaining UK Takeover Code Rule 8 disclosure obligations (Opening Position Disclosures and Dealing Disclosures) applicable to StoneX stockholders during the CAB Payments offer period, rather than describing commercial deal terms, since no binding offer had yet been made. Not disclosed in the sourced document is any proposed offer price or valuation for CAB Payments, the identity of CAB Payments' financial or legal advisers, or the reason StoneX ultimately decided, per its November 7, 2024 announcement, not to pursue the transaction.

This transaction is a stock-for-stock bank merger in which Eastern Bankshares, Inc. (ticker EBC), a company in the financial institutions group (FIG) sector, is the acquirer of Cambridge Bancorp, the target. The deal is classified under the M&A product group, and the disclosed deal value is not stated in the source document. The facts block is sourced from a single SEC filing: an S-4 filed with SEC EDGAR and published on January 11, 2024. The deal's current status is pending regulatory approval. On the financial advisory side, BofA Securities, Inc. served as financial advisor to Cambridge Bancorp, the target, and is designated as lead advisor. The source material references a consent letter in which BofA Securities consents to the inclusion of its opinion letter, dated September 19, 2023, to the Cambridge board of directors, referenced under the heading "Summary, Opinion of Cambridge's Financial Advisor" in the joint proxy statement/prospectus relating to the merger. No financial advisor is disclosed for Eastern Bankshares, the acquirer, in the facts block. No legal advisors were identified in the facts block for this transaction, for either Cambridge Bancorp or Eastern Bankshares. Beyond the stock-for-stock characterization of the merger, the facts block does not specify the exchange ratio or other specific terms of the stock consideration. Several material facts are not disclosed in the source material. No financial advisor is named for Eastern Bankshares, the acquirer, and no legal advisors are identified for either party. The disclosed deal value is not stated, and no expected closing date is given.

This is a stock-for-stock bank merger in the fig sector in which Southern States Bancshares, Inc. is the acquirer of CBB Bancorp. The product group is M&A. The disclosed value is not stated in the source document(s). The facts are sourced from an S-4 registration statement filed with the SEC via EDGAR, published on May 2, 2024, consistent with the stock-for-stock structure of this transaction, since an S-4 is used to register the shares issued as merger consideration. The deal's current status is pending regulatory review. Only one financial advisor is identified in the facts block: Performance Trust Capital Partners, LLC, which served as the lead financial advisor to CBB Bancorp, the target, and rendered a fairness opinion. The source sentence is drawn from a consent letter: "We hereby consent to the inclusion of our opinion letter, dated February 27, 2024, to the Board of Directors of CBB Bancorp as Annex C to, and to the reference thereto under the captions 'Summary, Opinion of CBB's Financial Advisor,' 'The Merger, Opinion of CBB's Financial Advisor' in, the proxy statement/prospectus relating to the proposed merger of CBB Bancorp and Southern States Bancshares, Inc." This confirms Performance Trust Capital Partners' fairness opinion was dated February 27, 2024. No financial advisor to Southern States Bancshares, the acquirer, is identified in the facts provided. No legal advisors were extracted for this transaction in the available facts block. Beyond the classification of this transaction as a stock-for-stock bank merger, no further detail on the exchange ratio or other specific consideration terms is included in the facts provided. Several items are not disclosed in this record: the transaction value is not stated, no financial advisor to the acquirer is identified, no legal advisors to either side are identified, the exchange ratio is not specified, and no expected closing date is given beyond the pending-regulatory status.

ENB Financial Corp., a financial institutions sector company trading under ticker ENBP, is acquiring Cecil Bancorp, Inc. in an all-cash bank acquisition valued at $30,800,000. This is a merger and acquisition transaction within the financial institutions product group. The transaction is currently pending regulatory approval. The transaction details were disclosed in an SEC EDGAR filing published on August 13, 2025. The specific form type is not identified in the available source materials. The deal remains in regulatory review and has not yet closed. Performance Trust Capital Partners, LLC is serving as exclusive financial advisor to ENB Financial Corp., the acquirer. The firm rendered a fairness opinion to the Board of Directors of ENB and is acting as the lead financial advisor on the transaction. On the target side, Hovde Group, LLC is serving as exclusive financial advisor to Cecil Bancorp, Inc. Hovde Group rendered a fairness opinion to Cecil Bancorp's Board of Directors and is acting as lead financial advisor to the target. Bybel Rutledge LLP is serving as legal counsel to ENB Financial Corp. Nelson Mullins Riley & Scarborough LLP is serving as legal counsel to Cecil Bancorp Inc. The transaction is structured as an acquisition for total consideration of $30,800,000 in cash. No additional detail regarding the breakdown of consideration, any earnout provisions, working capital adjustments, or other structural elements has been disclosed in the available source materials. The specific SEC filing form type has not been identified, and the expected closing date for the transaction has not been disclosed. The precise allocation of the purchase price across cash and any other consideration mechanisms, if applicable, remains unspecified. No information has been provided regarding transaction conditions, termination provisions, or the regulatory approval timeline.

This deal is a cash acquisition classified as an M&A transaction in the financial institutions group (FIG) sector, involving Cecil Bancorp, Inc. as target and ENB Financial Corp (ticker ENBP) as acquirer. The disclosed value of the transaction is $30,800,000. The transaction is sourced from an 8-K filing with the SEC, filed via SEC EDGAR and published on August 13, 2025. The deal's current status is pending regulatory approval. On the financial advisory side, Hovde Group, LLC served as exclusive financial advisor to Cecil Bancorp, the target, in a lead capacity, and rendered a fairness opinion to Cecil's Board of Directors. Performance Trust Capital Partners, LLC served as exclusive financial advisor to ENB Financial Corp, the acquirer, also in a lead capacity, and similarly rendered a fairness opinion to ENB's Board of Directors. On the legal side, Nelson Mullins Riley & Scarborough LLP served as legal counsel to Cecil Bancorp, the target, while Bybel Rutledge LLP served as legal counsel to ENB Financial Corp, the acquirer. Beyond the cash consideration implied by the cash acquisition subtype, with a disclosed deal value of $30,800,000, no further detail on per-share pricing or other structural terms is provided in the facts block. Several items are not disclosed in the available record. No further structural detail beyond the cash acquisition classification and disclosed value is given, and no expected closing date or further timeline detail beyond the August 2025 filing date and pending-regulatory status is provided.

Bank First Corporation (Nasdaq: BFC), the Manitowoc, Wisconsin-based holding company of Bank First, N.A., agreed to acquire Centre 1 Bancorp, Inc. ("Centre"), the Beloit, Wisconsin-based holding company of The First National Bank and Trust Company, in an all-stock transaction. The deal was announced on July 18, 2025 via a signed Agreement and Plan of Merger dated July 17, 2025, and closed effective January 1, 2026, as confirmed by a Form 8-K filed January 2, 2026 reporting completion under Item 2.01. The merger is therefore closed, not pending; Bank First completed the acquisition and the combined bank now operates under the Bank First, N.A. name, with First National Bank and Trust continuing to operate as a division until a planned system conversion in May 2026. Under the terms of the merger agreement, each share of Centre common stock was converted into the right to receive 0.9200 of a share of Bank First common stock, plus cash in lieu of fractional shares. At announcement, the aggregate consideration was valued at approximately $174.3 million, based on Bank First's July 17, 2025 closing price of $125.78 per share. Bank First issued approximately 1,382,978 shares of its common stock to former Centre shareholders at closing. In the Form S-4/A registration statement (proxy statement/prospectus), Centre's financial advisor Hovde Group, LLC calculated a total assumed merger value of $167,958,493 (as of the July 17, 2025 signing, using a $121.22 Bank First share price), implying a Price-to-LTM Earnings Multiple of 26.3x, a Price-to-Tangible Book Value Multiple of 204.4%, and a Premium-to-Core Deposits Multiple of 7.24%, based on Centre's March 31, 2025 financials. Upon completion, Centre shareholders were expected to own approximately 12.3% of the combined company, with Bank First shareholders owning the remainder. The merger agreement includes a tangible-book-value-based adjustment mechanism to the merger consideration (Section 2.02) and a price-protection/walk-away right for Centre if Bank First's average closing stock price falls below $110.06 and underperforms the Nasdaq Bank Index by more than 12.5%, unless Bank First elects to adjust the exchange ratio. Strategically, Bank First characterized the deal as combining "two strong community banks" with deep community roots, extending Bank First's footprint into southern Wisconsin and northern Illinois (the "Stateline" region) in what the company called its first out-of-state expansion into non-overlapping, relationship-driven markets. As of June 30, 2025, First National Bank and Trust had approximately $1.55 billion in consolidated assets, $994.9 million in gross loans, $1.29 billion in deposits, and $112.6 million in stockholders' equity; the combined company was expected to have total assets of approximately $5.91 billion. Following closing, Bank First's January 2, 2026 press release stated the combined organization operates 38 branch locations across Wisconsin and the Stateline area of Illinois with approximately $6 billion in assets. Bank First CEO Mike Molepske said, "This partnership brings together two long-standing, community-focused institutions united by a shared commitment to responsive, relationship-based banking." Centre CEO Steve Eldred said, "Joining forces with Bank First allows us to build on a legacy of trust and service while expanding opportunities to care for the communities we serve." Eldred joined the Bank First and Bank First, N.A. boards of directors following closing. No specific dollar synergy or cost-savings figure was disclosed; the S-4/A proxy explicitly states that anticipated cost savings and revenue synergies were not incorporated into the pro forma financial adjustments, and the pro forma combined financial statements filed as Exhibit 99.3 to the 8-K/A (filed March 16, 2026) likewise exclude integration costs or synergy benefits. No EPS accretion/dilution percentage or tangible book value earnback period was disclosed in the reviewed filings, though the proxy notes Bank First's board considered "projected potential accretion to earnings per share and the projected payback period of the estimated decrease in tangible book value" in its own (unquantified, in the public filings reviewed) deliberations. According to the "Background of the Merger" section of the S-4/A, Centre and Bank First's relationship began in 2020 through loan participations, with exploratory discussions beginning in earnest in January 2025 and a formal non-binding indication of interest delivered by Bank First on May 23, 2025 (valuing Centre at $141-144 million). The price was negotiated upward through a June 7, 2025 revised offer (0.9200 exchange ratio, $155.5 million) before the parties signed the definitive agreement on July 17, 2025. The process was a bilateral negotiation; the proxy does not describe a competitive auction or other bidders. Centre's board received a fairness opinion from Hovde Group, LLC, dated July 17, 2025, and Bank First's board received a financial analysis from Piper Sandler & Co. on July 15, 2025. The merger agreement provided for a termination fee of $5,300,000 (calculated in the agreement as $5,038,755 based on Bank First's July 16, 2025 closing price, though the proxy summary states the fee as $5,300,000) payable by Centre to Bank First under specified circumstances, including a change in board recommendation or acceptance of a superior proposal. Required regulatory approvals included the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency (for the bank-level merger of First National Bank into Bank First, N.A.), and the Wisconsin Department of Financial Institutions, in addition to approval by Centre's shareholders; Bank First filed its Bank Holding Company Act notification for the acquisition on August 15, 2025. The transaction was structured to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code. Piper Sandler & Co. served as financial advisor to Bank First, and Alston & Bird LLP served as legal counsel to Bank First. Hovde Group, LLC served as financial advisor to Centre, and Barack Ferrazzano Kirschbaum & Nagelberg LLP served as legal counsel to Centre, confirmed in both the July 18, 2025 announcement press release and the January 2, 2026 closing press release.

This deal is an asset manager acquisition in which Raymond James Financial Inc (ticker RJF), a company in the financial institutions group (FIG) sector, is the acquirer of Clark Capital Management Group, Inc., the target. The transaction is classified under the M&A product group, and the disclosed deal value is not stated in the source document. The facts block is sourced from a single SEC filing: an 8-K filed with SEC EDGAR and published on January 15, 2026. The deal's current status is pending regulatory approval. On the financial advisory side, Evercore acted as exclusive financial advisor to Clark Capital, the target, and is designated as lead advisor. On the acquirer side, Raymond James & Associates, Inc. acted as financial advisor to Raymond James (the parent acquirer) in connection with the transaction, with no lead designation specified. Legal counsel was also disclosed for both sides. Paul Weiss acted as legal advisor to Clark Capital, the target. Eversheds Sutherland acted as legal advisor to Raymond James, the acquirer. Beyond its characterization as an asset manager acquisition, the facts block provides no further detail on consideration structure, such as whether the purchase price is cash, equity, or some combination, nor on the specific assets under management or other operational metrics involved. Several material facts are not disclosed in the source material. The overall deal value is not stated. The facts block does not specify the consideration structure for the acquisition, nor does it give an expected closing date.

This is a stock-for-stock bank merger in the fig sector in which Fifth Third Bancorp (ticker FITB) is the acquirer of Comerica Incorporated. The product group is M&A. The disclosed value is not stated in the source document(s). The facts are sourced from an S-4 registration statement filed with the SEC via EDGAR, published on November 5, 2025, consistent with the stock-for-stock structure, since an S-4 registers the shares to be issued as merger consideration. The deal's current status is pending regulatory review. Only one financial advisor is identified in the facts block: Goldman Sachs & Co. LLC, which served as the lead financial advisor to Fifth Third, the acquirer. The source sentence is drawn from a consent letter excerpt: "we hereby consent to the reference to our Opinion Letter under the captions 'SUMMARY, Opinions of Fifth Third's Financial Advisor,' ... Very truly yours, /s/ Goldman Sachs & Co. LLC (GOLDMAN SACHS & CO. LLC)." This confirms Goldman Sachs rendered a fairness opinion referenced in the registration statement. No financial advisor to Comerica, the target, is identified in the facts provided. No legal advisors were extracted for this transaction in the available facts block. Beyond the classification of this transaction as a stock-for-stock bank merger, no further detail on the exchange ratio or other specific consideration terms is included in the facts provided. Several items are not disclosed in this record: the transaction value is not stated, no financial advisor to Comerica (the target) is identified, no legal advisors to either side are identified, the exchange ratio is not specified, and no expected closing date is given beyond the pending-regulatory status.

LPL Financial Holdings Inc., a financial services company trading under the ticker LPLA, acquired Commonwealth Financial Network, the largest independently owned wealth management firm in the United States, in an all-cash equity purchase valued at approximately $2.7 billion. The deal was announced on March 31, 2025, through an 8-K disclosing a definitive equity purchase agreement dated March 28, 2025, and closed on August 1, 2025. Under the purchase agreement, LPL Holdings, Inc. (a wholly owned subsidiary of LPL Financial Holdings) acquired 100 percent of the equity of CFN Holding Company, LLC, Commonwealth's parent holding entity, from sellers Gratitude Holdings, Inc. and Odd Couple, Inc. The agreement set a $2,700,000,000 base purchase price in cash, subject to customary post-closing adjustments for cash, indebtedness, net working capital, net regulatory capital, transaction expenses and an escrow amount. LPL valued the deal at approximately 8.0 times Commonwealth's estimated run-rate EBITDA, based on unaudited preliminary Commonwealth financial information for the year ended December 31, 2024. At announcement, Commonwealth supported approximately 2,900 independent financial advisors managing approximately $285 billion in brokerage and advisory assets (about 75 percent advisory, 25 percent brokerage) with roughly $6 billion of client cash sweep balances; by the August 1, 2025 closing, LPL cited approximately 3,000 advisors and $305 billion in assets, based on data as of June 30, 2025. LPL Financial CEO Rich Steinmeier said Commonwealth is "respected throughout our industry as a standard-bearer for service excellence, and their commitment to the success of their Advisors is embedded in all aspects of their business," adding that "LPL's advanced technology, intuitive business solutions and breadth of wealth management offerings unlock boundless potential for Commonwealth Advisors and the clients they serve." Commonwealth founder Joseph Deitch said that after growing the firm over 46 years, "LPL became the logical choice for our next chapter," and he assumed an advisory role to LPL's board of directors upon conversion. Commonwealth CEO Wayne Bloom joined LPL's management committee, retaining his role as Commonwealth CEO, and is partnering with LPL leadership to launch an Office of Advisor Advocacy intended to apply Commonwealth's service model, which J.D. Power ranked #1 in Independent Advisor Satisfaction among financial investment firms for 11 consecutive years at announcement (12 consecutive years by the time of closing). LPL financed the transaction through a combination of corporate cash, new debt and equity, and disclosed it had secured a bridge financing commitment for the majority of the purchase price, to be reduced upon receipt of proceeds from longer-term financing. To preserve capital flexibility, LPL said it would pause share repurchases. The company expected pro forma leverage of roughly 2.25x at closing, above the midpoint of, but within, its stated target range of 1.5x to 2.5x (versus 1.89x at year-end 2024), with a near-term plan to bring leverage back toward the midpoint of that range while maintaining its investment-grade rating. LPL disclosed estimated run-rate EBITDA accretion of approximately $415 million once the acquisition is fully ramped, with Commonwealth's acquired baseline EBITDA estimated at approximately $120 million at close; combined with LPL's trailing-twelve-month EBITDA of approximately $2,111 million at announcement, LPL projected pro forma EBITDA of roughly $2,526 million or more after synergies. The company estimated low-single-digit accretion to run-rate adjusted EPS by the end of 2026, and estimated onboarding and integration costs of approximately $485 million (based on a 90 percent advisor retention assumption), plus approximately $155 million of technology spend to be capitalized and amortized over time. In its third-quarter 2025 earnings release (filed as an 8-K on October 30, 2025), after the deal had closed, LPL raised its estimated run-rate EBITDA accretion to approximately $425 million, reported advisors representing nearly 80 percent of Commonwealth's assets had signed to transition as of that date (tracking toward the 90 percent retention target), and disclosed that purchase accounting required it to treat $419 million of the total purchase price as one-time acquisition costs recognized in the quarter the deal closed, with no change in the amount of cash actually deployed. That quarter's results included a net loss of $30 million, or $0.37 per diluted share, which LPL attributed largely to those one-time Commonwealth acquisition costs; adjusted EPS, which excludes such items, rose 25 percent year-over-year to $5.20. The equity purchase agreement did not disclose a reverse termination fee. It provided for an outside termination date nine months after signing (around late December 2025), automatically extendable by 90 days if all closing conditions other than certain customary ones had been satisfied, reflecting the expectation that the deal would need time to clear regulatory approvals; in the event, the transaction closed within about four months of signing, well inside that outside date. LPL completed the acquisition on August 1, 2025, with LPL Holdings, Inc. acquiring Commonwealth's holding company. Commonwealth is operating as a wholly owned portfolio company and will retain its brand, and LPL said it expects to complete the technology conversion and onboarding of Commonwealth advisors to LPL's platform in the fourth quarter of 2026. Goldman Sachs & Co. LLC served as exclusive financial advisor to Commonwealth, with Ropes & Gray LLP as Commonwealth's legal counsel; Morgan Stanley & Co. LLC served as exclusive financial advisor to LPL, with Allen Overy Shearman Sterling LLP as LPL's legal counsel.

This is a cash acquisition in the fig sector in which LPL Financial Holdings Inc. (ticker LPLA) is acquiring Commonwealth Financial Network. The product group is M&A, and the disclosed transaction value is $2,700,000,000. The facts are sourced from an 8-K filed with the SEC via EDGAR, published on March 31, 2025. The deal's current status is pending regulatory review. Financial advisory roles are clearly delineated by side, with both advisors serving in a lead and exclusive capacity. Morgan Stanley & Co. LLC is acting as exclusive financial advisor to LPL, the acquirer, per the statement "Morgan Stanley & Co. LLC is acting as exclusive financial advisor to LPL, with Allen Overy Shearman Sterling LLP serving as LPL's legal counsel." On the target side, Goldman Sachs & Co. LLC is acting as exclusive financial advisor to Commonwealth, consistent with the language "Goldman Sachs & Co. LLC is acting as exclusive financial advisor to Commonwealth, with Ropes & Gray LLP serving as Commonwealth's legal counsel." Legal advisors are disclosed for both sides: Allen Overy Shearman Sterling LLP is serving as LPL's legal counsel, the acquirer, while Ropes & Gray LLP is serving as Commonwealth's legal counsel, the target. Beyond the classification of this transaction as a cash acquisition with a disclosed value of $2,700,000,000, no further detail on payment structure, financing sources, or other specific terms is included in the facts provided. Several items are not disclosed in this record: no detail on financing sources for the cash consideration is provided, and no expected closing date is given beyond the pending-regulatory status.

Plumas Bancorp, a financial institution trading under the ticker PLBC, is acquiring an unnamed target in a bank merger transaction valued at $61.3 million in disclosed consideration. The transaction falls within the mergers and acquisitions product group and is classified as a bank merger subtype within the financial services sector. As of the sourcing date, the transaction is pending regulatory approval. The transaction is sourced from an SEC EDGAR filing of unknown form type, published on July 2, 2025. The deal remains in pending regulatory status, meaning it has not yet closed and is awaiting required regulatory clearances before completion can occur. On the financial advisory side, Raymond James & Associates, Inc. is serving as financial advisor to Plumas Bancorp in its capacity as acquirer, with lead advisory status. For the target, Performance Trust Capital Partners, LLC is serving as financial advisor and has delivered a fairness opinion to the target's board of directors, also in a lead advisory capacity. Legal counsel representation is as follows: Sheppard, Mullin, Richter & Hampton LLP is serving as legal counsel to Plumas Bancorp on the acquirer side, while Gary Steven Findley & Associates is serving as legal counsel to the target company, identified in the source materials as Cornerstone. The transaction is structured as an acquisition with a total disclosed value of $61.3 million USD. Beyond the aggregate consideration amount, no further detail regarding the consideration mix, payment mechanisms, or deal structure has been disclosed in the available source materials. A number of material facts remain either undisclosed or not yet known. The target company's full legal name does not appear in the sourced material, referred to only as Cornerstone. The specific consideration structure is not disclosed, including whether the $61.3 million represents an all-cash payment, stock consideration, assumed debt, or any combination thereof. No expected closing date or timing for regulatory approval has been provided. The SEC filing form type is unknown and therefore the specific regulatory filing that generated this deal information cannot be precisely identified. These gaps represent information that would typically be material to a complete understanding of the transaction but has not been made available in the sourced document.

TD Bank Group announced a definitive agreement to acquire Cowen Inc., a Nasdaq-listed investment bank, in an all-cash transaction valued at approximately US$1.3 billion, or US$39.00 per share of Cowen common stock. The deal was framed by TD as accelerating its U.S. investment-banking growth strategy, with the combined franchise subsequently operating as TD Cowen. The deal is sourced from a joint press release filed as an 8-K exhibit by Cowen Inc. on August 2, 2022, announcing the signed definitive agreement between the two companies. Perella Weinberg Partners LP served as financial advisor to TD, the acquirer, per the release: "Perella Weinberg Partners LP served as financial advisor, and Simpson Thacher & Bartlett LLP and Torys LLP served as legal advisors to TD." On the target side, Ardea Partners and Perkins Advisors LLC served as financial advisors to Cowen. Simpson Thacher & Bartlett LLP and Torys LLP served as legal advisors to TD, reflecting both U.S. and Canadian counsel given TD's cross-border structure. Cravath, Swaine & Moore LLP served as legal advisor to Cowen. The aggregate transaction value of US$1.3 billion and the US$39.00 per-share cash price are both explicitly stated in the release. The transaction was expected to close in the first calendar quarter of 2023, subject to Cowen stockholder approval and required regulatory approvals. Not disclosed in the reviewed excerpt: whether Perella Weinberg held a lead or co-advisor designation relative to any other TD-side advisors, the specific regulatory approvals required (e.g., Federal Reserve, OSFI), and any termination fee or financing contingency terms. Post-closing leadership details (Jeffrey Solomon joining TD Securities senior leadership) were noted but are not advisory-fee-relevant facts.

This transaction is a cash acquisition in which American Financial Group, Inc., trading under the ticker AFG, is acquiring Crop Risk Services from AIG. The deal is classified within the financial institutions group sector, and the disclosed value of the transaction is 240,000,000 dollars. The transaction is sourced from an SEC EDGAR Form 8-K filing published on May 3, 2023. Based on the facts provided, the deal's status is pending regulatory approval. On the financial advisory side, Evercore Group L.L.C. acted as financial advisor to AIG, the seller in this transaction, with the source material noting that Evercore Group L.L.C. and Sidley Austin LLP acted as financial advisor and legal counsel, respectively, for AIG. No financial advisor to American Financial Group, the acquirer, is identified in the facts provided. On the legal side, Sidley Austin LLP acted as legal counsel for AIG, the seller, paired with Evercore in the same source sentence. Skadden, Arps, Slate, Meagher & Flom LLP acted as legal counsel for AFG, the acquirer. Beyond confirming that this is a cash acquisition with a disclosed value of 240,000,000 dollars, no further detail on the specific payment structure or any adjustment mechanisms is included in the facts available. A number of elements of this deal remain undisclosed. No financial advisor to American Financial Group, the acquirer, is identified, and no expected closing date is given. The facts also do not specify what regulatory approvals are required to complete the transaction beyond the disclosed value of 240,000,000 dollars.

This transaction is a convertible senior notes offering conducted under Rule 144A by Dave Inc./DE (ticker DAVE), a company in the fig (financial institutions group) sector. The offering falls under the debt capital markets (DCM) product group and carries a disclosed value of $175,000,000. The deal is currently in pending regulatory status. This summary is sourced from an SEC EDGAR Form 8-K filed and published on March 6, 2026. According to the source sentence, on March 4, 2026, Dave Inc. entered into a purchase agreement by and among the company and J.P. Morgan Securities LLC, UBS Securities LLC, and Evercore Group L.L.C., as representatives of the several initial purchasers named in the agreement. Three financial advisors are identified, all serving as initial purchasers for the issuer, Dave Inc. J.P. Morgan Securities LLC, UBS Securities LLC, and Evercore Group L.L.C. are each named as initial purchasers and representatives of the broader syndicate of initial purchasers party to the purchase agreement. The facts block does not designate any of the three as the sole lead; all three are named jointly as representatives. No legal advisors are identified in the facts block for this transaction. As a Rule 144A convertible senior notes offering, this transaction involves notes that will convert into equity under specified terms, but the facts block does not disclose the notes' coupon rate, tenor or maturity date, conversion price, or conversion ratio. Several material facts are not disclosed in the available record. No notes tenor, coupon, or conversion terms are specified. No legal advisors are named for the issuer or the initial purchasers. No expected closing date for the offering is given beyond the purchase agreement date of March 4, 2026.

First Eagle Investments, an independent, privately owned investment management firm, acquired Diamond Hill Investment Group, Inc. (Nasdaq: DHIL), a boutique asset manager, in an all-cash transaction. The deal was announced via a definitive merger agreement dated December 10, 2025 and disclosed in a joint press release the following day, and it closed on April 22, 2026, with Diamond Hill becoming a wholly owned subsidiary of First Eagle and its shares delisted from Nasdaq. Under the terms of the merger agreement, Diamond Hill shareholders received $175.00 per share in cash, valuing the company at approximately $473 million. The price represented a 49% premium over Diamond Hill's closing share price of $117.48 on December 10, 2025, the last trading day before announcement, and a 44% premium over the company's 30-day volume-weighted average price. The merger agreement structured Diamond Hill's merger into Soar Christopher Holdings, Inc., a wholly owned merger subsidiary of First Eagle Investment Management, LLC. First Eagle funded the merger consideration through a combination of cash on hand and by drawing on existing credit facilities under its Existing Credit Agreement; the transaction was not subject to a financing condition. Upon closing, amounts outstanding under Diamond Hill's own credit agreement were expected to be fully repaid and terminated. First Eagle's CEO Mehdi Mahmud stated the deal reflected First Eagle's "ongoing effort to expand the range of investment solutions" offered to clients, citing cultural fit in "fiduciary mindset, commitment to investment excellence, and long-term orientation." The acquisition was described as materially expanding First Eagle's footprint in traditional fixed income, an area of recent growth for Diamond Hill, while Diamond Hill's U.S.-focused multi-cap equity platform was described as complementary to First Eagle's existing Global Value and Small Cap franchises. Pro forma for the transaction, First Eagle's combined assets under management and under advisement were approximately $208 billion as of September 30, 2025 (as stated at announcement) and approximately $213 billion as of March 31, 2026 (as stated at closing); Diamond Hill's standalone AUM/AUA was $32.4 billion as of September 30, 2025 and approximately $27 billion as of March 31, 2026. Diamond Hill CEO Heather Brilliant continued to lead Diamond Hill post-closing while also assuming the newly created role of Chief Operating Officer of First Eagle. Diamond Hill's financial advisor, Broadhaven Capital Partners, valued the company using a comparable public companies analysis of publicly traded asset managers (including Cohen & Steers, Federated Hermes, Franklin Resources, Invesco, Janus Henderson, T. Rowe Price, Victory Capital and Virtus Investment Partners), applying reference ranges of enterprise value to estimated EBITDA of 5.0x-8.0x for 2025E, 4.5x-7.0x for 2026E and 4.0x-6.5x for 2027E, which implied per-share values of $136-$189, $128-$172 and $119-$163, respectively, versus an estimated present value of the merger consideration of approximately $171.86-$170.29 per share (assuming six- to nine-month periods to closing, discounted at 3.70%). Broadhaven also performed a precedent transactions analysis referencing announced asset-management M&A deals such as Guardian Capital/Desjardins, CCLA/Jupiter Fund Management, AXA Investment Managers/BNP Paribas Cardif, Amundi Holdings US/Victory Capital, Putnam Investments/Franklin Resources, and others, analyzing EV/EBITDA multiples (with and without expected synergies) of those deals at announcement. According to the "Background of the Merger" section of the merger proxy, First Eagle CEO Mehdi Mahmud first approached Diamond Hill CEO Heather Brilliant on July 31, 2025 to discuss industry trends, with Mahmud indicating First Eagle (following Genstar Capital's acquisition of a controlling interest in First Eagle) was looking to expand through acquisitions of smaller asset managers. The merger agreement included a 35-day "go-shop" period running through January 14, 2026, during which Broadhaven contacted 14 parties (four private equity sponsors and ten strategic counterparties) to solicit superior proposals; all 14 declined to pursue a transaction without requesting further diligence, and the go-shop period ended with no alternative proposals received. The merger agreement provided for a company termination fee of $18,000,000 payable by Diamond Hill under specified circumstances (such as termination for a superior proposal or an adverse board recommendation change), reduced to $9,000,000 if Diamond Hill terminated for a superior proposal from a party that qualified as an "Excluded Party" under the go-shop provisions prior to the applicable cut-off date. The transaction was subject to approval by Diamond Hill shareholders, certain mutual fund/registered fund board and client-consent related approvals, and clearance under the Hart-Scott-Rodino Antitrust Improvements Act; the agreement contained no financing contingency. Diamond Hill shareholders approved the merger agreement at a special meeting held March 3, 2026; as of the January 27, 2026 record date there were 2,705,580 common shares outstanding, and holders of 1,916,147 shares (approximately 70.82% of shares outstanding) were present or represented by proxy, constituting a quorum. The merger closed on April 22, 2026. Diamond Hill's common shares ceased trading and were removed from listing on the Nasdaq Global Select Market, and the company became a wholly owned subsidiary of First Eagle, continuing to operate under its existing brand from its Columbus, Ohio headquarters with no stated changes to its investment philosophy or process. On the financial advisory side, Broadhaven Capital Partners served as lead financial advisor to Diamond Hill, and UBS Investment Bank served as financial advisor to First Eagle. For legal representation, Davis Polk & Wardwell LLP and Vorys, Sater, Seymour & Pease LLP served as legal advisors to Diamond Hill, while Willkie Farr & Gallagher LLP served as legal advisor to First Eagle. FGS Global served as strategic communications advisor to Diamond Hill.

This deal is a stock-for-stock merger in which Capital One Financial Corp (ticker COF), a company in the financial institutions group (FIG) sector, is the acquirer of Discover Financial Services. The transaction is classified under the M&A product group, and the disclosed deal value is not stated in the source document. The facts block is sourced from a single SEC filing: an S-4 filed with SEC EDGAR and published on April 19, 2024. The deal's current status is pending regulatory approval. On the financial advisory side, PJT Partners LP served as financial advisor to the target, Discover, and is designated as lead advisor in that role. The source material includes a consent letter in which PJT Partners LP consents to the reference to its opinion letter under the caption "Summary, Opinion of Discover's Financial Advisor" in the relevant filing. No financial advisor is disclosed for Capital One, the acquirer, in the facts block. No legal advisors were identified in the facts block for this transaction, for either Discover or Capital One. Beyond the stock-for-stock characterization of the merger, the facts block does not specify the exchange ratio or other specific terms of the stock consideration. Several material facts are not disclosed in the source material. No financial advisor is named for Capital One, the acquirer, and no legal advisors are identified for either party. The disclosed deal value is not stated, and no expected closing date is given.

John Marshall Bancorp, Inc. (Nasdaq: JMSB), the parent company of John Marshall Bank, and Eagle Financial Services, Inc. (Nasdaq: EFSI), the parent company of Bank of Clarke, jointly announced on September 8, 2026 a definitive merger agreement under which EFSI will merge with and into John Marshall in an all-stock transaction. The deal was disclosed in Form 8-K filings by both companies that attached a joint press release and a joint investor presentation. Chris Bergstrom, President and CEO of John Marshall, said "Bank of Clarke has spent nearly a century and a half earning the trust of the Shenandoah Valley. Together we will have the scale to do more for our clients, more for our employees and more for the communities we serve, without giving up the local decision-making that has defined both of our banks." Brandon Lorey, President and CEO of EFSI, added, "At its core, this is about bringing together two organizations that think alike, serve customers the same way, and believe in the future of community banking. By combining our strengths, we're creating a stronger franchise with greater lending capacity, more opportunities for employees, and the scale to continue investing in our customers and communities for years to come." Under the terms of the agreement, each share of EFSI common stock will be converted into the right to receive 2.0 shares of John Marshall common stock, a fixed exchange ratio with no collar disclosed. Based on John Marshall's closing stock price of $23.36 on September 4, 2026, the implied consideration is $46.72 per EFSI share, representing an aggregate transaction value of approximately $252.8 million (rounded to $253 million) and a premium of approximately 11.5% to EFSI's September 4, 2026 closing price of $41.90. The investor presentation discloses implied multiples of 1.30 times EFSI's tangible book value and 11.5 times EFSI's 2027 estimated earnings per share (based on management estimates). The transaction is structured as 100% stock consideration; no cash component, contingent value right, or earn-out was disclosed. At closing, legacy John Marshall shareholders are expected to own approximately 56.6% of the combined company and legacy EFSI shareholders approximately 43.4%, assuming roughly 10.8 million new JMSB shares issued against 5,411,615 EFSI shares outstanding. The combined company, to be named John Marshall Bancorp, Inc. and headquartered in Reston, Virginia (with the banking subsidiary headquartered in Berryville, Virginia), is expected to have approximately $4.4 billion in assets, $3.7 billion in deposits, and $3.6 billion in loans across 23 banking offices, based on modeled figures as of a 12/31/2026 transaction close. The investor presentation describes expected cost savings equal to 15% of the combined company's annual noninterest expense base, with 75% phased in during 2027 and 100% realized thereafter. One-time pre-tax merger expenses are estimated at $24.0 million. Other purchase-accounting assumptions disclosed include a gross credit mark on EFSI loans held for investment of $19.0 million (1.2% of EFSI's total loans), a loan portfolio interest-rate write-down of $40.7 million accreted over 3 years, a $29.6 million core deposit intangible (2.50% of core deposits) amortized over 10 years, and a resulting goodwill of $56.7 million at close. On a pro forma basis, the companies disclosed approximately 14% tangible book value dilution at close (TBV per share dilution of $2.91, or 14.4%, taking pro forma TBV per share to $17.32 from JMSB's standalone $20.23), with an estimated TBV earnback period of approximately 3.1 years under the crossover method. Fully phased-in 2027 estimated EPS accretion is approximately 38%, assuming cost savings are fully realized. Pro forma 2027 estimated profitability metrics disclosed include approximately 1.6% ROAA, approximately 16.2% ROATCE, and an approximately 47% efficiency ratio, which the presentation compares favorably to top-quartile and median peer banks (12 exchange-traded banks headquartered in MD, DC, VA, NC, SC, TN, GA, and FL with $3-8 billion in assets). Estimated pro forma capital ratios at close are approximately 10.0% TCE/TA, approximately 12.2% CET1, and approximately 14.3% total risk-based capital. Following closing, John Marshall expects to raise its quarterly cash dividend to $0.155 per share, equivalent on a post-exchange basis to EFSI's current quarterly dividend of $0.31 per EFSI share. On the target side, Eagle Financial Services retained Piper Sandler & Co. as financial advisor, which delivered a fairness opinion to the EFSI board, and Troutman Pepper Locke LLP served as EFSI's legal counsel. On the acquirer side, John Marshall retained Keefe, Bruyette & Woods, A Stifel Company, as financial advisor, which delivered a fairness opinion to the John Marshall board, and Skadden, Arps, Slate, Meagher & Flom LLP served as John Marshall's legal counsel. The merger agreement (filed as Exhibit 2.1 to both companies' 8-Ks) specifies a termination fee of $10,100,000 payable by EFSI to John Marshall under specified termination circumstances, including a change in EFSI board recommendation or termination to accept a superior proposal. The merger agreement was unanimously approved by the John Marshall board and unanimously approved by all present directors of the EFSI board. Concurrently with signing, directors and certain executive officers of both EFSI and John Marshall entered into voting agreements committing to vote their shares in favor of the merger, subject to customary exceptions. The combined company's board will have 12 directors, split evenly 6-6 between legacy John Marshall and legacy EFSI designees; Christopher W. Bergstrom will serve as Executive Chairman and Brandon C. Lorey, current EFSI President and CEO, will become CEO of the combined company. The transaction is expected to close early in the first quarter of 2027, subject to approval by the shareholders of both John Marshall and EFSI and receipt of customary regulatory approvals. John Marshall will file a Form S-4 registration statement to register the shares to be issued, which will include a joint proxy statement/prospectus; this S-4 had not yet been identified as filed as of the date of this summary. No closing date, vote date, or regulatory approval has yet been disclosed as obtained, and the deal has not closed.

Horace Mann Educators Corporation, a Delaware corporation trading under ticker HMN on the New York Stock Exchange, and Medical Mutual of Ohio announced on July 21, 2026 that they had entered into two separate agreements. Under a Membership Interest Purchase Agreement, Horace Mann agreed to acquire all of the equity interests of Employee Services, LLC (ESI), a New York limited liability company and employee assistance program provider, from Medical Mutual of Ohio for approximately $115 million. Under a separate Master Transaction Agreement with Medical Mutual of Ohio (MMO) and Medical Mutual Life Insurance Company (MML), Horace Mann agreed to acquire all of the outstanding common stock of Reserve National Insurance Company (RNIC), an Illinois-domiciled insurer, for approximately $125 million, while an affiliate of Horace Mann will separately reinsure substantially all of MML's in-force group life and disability insurance policies in exchange for a ceding commission of approximately $7.4 million paid to MML. Together, Horace Mann describes the two agreements as having a total net purchase price of approximately $240 million. Horace Mann said the RNIC purchase price includes approximately $10 million of excess statutory capital expected to remain in RNIC at closing, and that RNIC's existing Medicare supplement insurance policies are excluded from the acquisition and will be reinsured to MMO or otherwise transferred out of RNIC before closing. Both the ESI purchase price and the RNIC purchase price plus ceding commission are being funded with cash on hand and borrowings under Horace Mann's existing revolving credit facility; no new debt issuance or stock consideration has been disclosed. The agreements were approved by Horace Mann's Board of Directors. No price-to-earnings, price-to-book, or other valuation multiple has been disclosed for either transaction in the available filings. Horace Mann stated the combined transactions are expected to add nearly $200 million in annual revenue, serve more than one million covered lives across approximately 7,000 employer relationships, and add more than 1,000 agents and brokers to its distribution network. The company said the transactions are expected to be immediately accretive to its core earnings per share and shareholder return on equity "by strengthening the company's earnings profile through a combination of high-margin insurance businesses, recurring fee-based revenue and enhanced capital efficiency," though no specific EPS accretion percentage or dollar figure was quantified in the filings reviewed. No cost synergy dollar amount, percentage of combined cost base, or phase-in timeline was disclosed. Marita Zuraitis, President and CEO of Horace Mann, said in the companies' joint press release that "our strategy has always been centered on creating stronger customer relationships by providing meaningful solutions that meet our customer needs," adding that the businesses "build on our long-term strategy by enhancing our employer value proposition, broadening our distribution capabilities and expanding customer relationships." She further stated that "these transactions also reflect the disciplined approach we've consistently taken to capital allocation," calling the acquired businesses "both a natural strategic fit and an attractive financial investment." Tony Helton, President and CEO of Medical Mutual, said the divestiture "reflects our ongoing focus to align our portfolio with our long-term strategy," noting Medical Mutual will "continue to focus our investment and leadership attention on our core businesses." On the financial advisory side, Raymond James & Associates acted as financial advisor to Horace Mann and Sherman & Company acted as financial advisor to Medical Mutual of Ohio, consistent with the prior summary. On the legal side, Eversheds Sutherland (US) LLP acted as legal counsel to Horace Mann, and Squire Patton Boggs acted as legal counsel for Medical Mutual of Ohio, both disclosed in the July 21, 2026 joint press release filed as Exhibit 99.2 to Horace Mann's Form 8-K filings. The two transactions carry different closing timelines. The ESI acquisition was expected to close in the fourth quarter of 2026, subject to customary closing conditions, and Horace Mann confirmed in an October 1, 2026 Form 8-K that it had completed the ESI acquisition in an all-cash transaction for $115 million, subject to customary purchase price adjustments, making ESI a wholly owned subsidiary. The RNIC stock purchase and the related MML reinsurance transaction remain pending and are expected to close in the first quarter of 2027, subject to customary closing conditions and required regulatory approvals; as of the most recent filing reviewed, this leg of the transaction had not yet closed. No termination fee, negotiation background, or information about other bidders has been disclosed in any filing reviewed, as the transaction was not structured as a public merger requiring a proxy statement.

Enstar Group Limited, a Bermuda-based global insurance and reinsurance legacy-acquisition specialist, announced on July 29, 2024 that it had entered into a definitive merger agreement to be acquired by investment firm Sixth Street, with Liberty Strategic Capital, J.C. Flowers & Co. LLC, and other institutional investors participating as co-investors. Enstar shareholders were to receive $338.00 in cash per ordinary share, representing a total equity value of $5.1 billion for the company, which has completed more than 117 legacy insurance acquisitions and portfolios since its 2001 formation. This extraction is sourced from Enstar's 8-K exhibit (Exhibit 99.3) filed with the SEC on July 29, 2024, carrying the press release announcing the signed merger agreement, issued alongside Enstar's separate second-quarter earnings release the same day. The deal remained subject to shareholder and regulatory approval at the time of this filing, with a 35-day go-shop period running through September 2, 2024 permitting Enstar's board to solicit superior proposals. Barclays PLC acted as one of three financial advisors to Sixth Street, the acquirer, alongside Ardea Partners LP and J.P. Morgan Securities LLC; none of the three was designated lead or exclusive advisor in the release. Goldman Sachs & Co. LLC acted as financial advisor to Enstar, the target. On the legal side, Paul, Weiss, Rifkind, Wharton & Garrison LLP and Hogan Lovells US LLP served as legal advisors to Enstar, while Simpson Thacher & Bartlett LLP, Debevoise & Plimpton LLP and Cleary Gottlieb Steen & Hamilton LLP served as legal advisors to Sixth Street. The transaction was fully financed with equity provided by Sixth Street and its co-investors, with Enstar separately agreeing to return approximately $500 million from its own balance sheet to shareholders as part of the total $338.00 per share consideration. The $338.00 price represented a premium of approximately 8.5% to Enstar's 90-day volume-weighted average price and 6.9% to its 60-day VWAP as of the last trading day before announcement. Enstar's board unanimously approved and recommended the deal, and the company was expected to continue operating under the Enstar name post-closing, targeting a mid-2025 close. The press release does not disclose the specific advisory fees paid to Barclays, Ardea Partners, J.P. Morgan, or Goldman Sachs, nor does it specify the individual equity contributions of Sixth Street versus its co-investors (Liberty Strategic Capital, J.C. Flowers & Co., and other institutional investors) within the $5.1 billion transaction.

ESSA Bancorp, Inc., a financial services company, is the target in a merger transaction with an acquirer identified as CNB. This is a mergers and acquisitions transaction within the financial services sector, with a disclosed transaction value of $214 million in U.S. dollars. The information regarding this transaction is sourced from an SEC filing published on the SEC EDGAR database on January 10, 2025. The form type is not specified in the available materials. The deal is currently pending regulatory approval, indicating that it has been announced but has not yet closed and remains subject to regulatory conditions. On the acquirer side, Stephens Inc. is serving as CNB's exclusive financial advisor in a lead capacity. Additionally, Piper Sandler & Co has rendered a fairness opinion to CNB's board. For ESSA, the target company, PNC FIG Advisory, which is part of PNC Capital Markets LLC, is serving as the exclusive financial advisor in a lead capacity and also rendered a fairness opinion to ESSA's board of directors. Legal representation has been split accordingly. Hogan Lovells US LLP is serving as the legal advisor to CNB, the acquirer. On the target side, Luse Gorman LLP is serving as ESSA's legal advisor. Beyond the headline transaction value of $214 million and the identities of the parties involved, the specific structure of the consideration being offered, the mix of cash versus stock or other consideration types, and any other material terms governing the merger have not been disclosed in the available materials. Several critical details remain unknown or undisclosed at this stage. No expected closing date has been announced. The form type of the SEC filing from which this information was extracted has not been identified. The specific regulatory bodies whose approvals are required and the anticipated timeline for regulatory clearance are not specified. No details regarding deal conditions, termination rights, or any termination fees or reverse termination fees have been disclosed. The transaction structure beyond the designation as a merger remains unspecified.

CNB Financial Corporation (Nasdaq: CCNE), parent company of CNB Bank, agreed to acquire ESSA Bancorp, Inc. (Nasdaq: ESSA), parent company of ESSA Bank & Trust, in an all-stock merger. The deal was announced on January 10, 2025, in a joint press release and investor presentation filed as exhibits to current reports on Form 8-K by both companies, following execution of an Agreement and Plan of Merger dated January 9, 2025. Under the agreement, ESSA merged with and into CNB, with CNB as the surviving entity, and ESSA Bank & Trust merged with and into CNB Bank immediately thereafter. The transaction closed after the close of business on July 23, 2025, as confirmed in closing-related Forms 8-K filed by both ESSA and CNB on July 24, 2025. Each outstanding share of ESSA common stock was converted into the right to receive 0.8547 of a share of CNB common stock, a fixed exchange ratio. Based on CNB's 10-day volume weighted average stock price of $24.69 as of January 8, 2025, the deal was valued at approximately $21.10 per ESSA share and approximately $214 million in aggregate merger consideration (deal value shown prior to an ESSA ESOP loan paydown). The transaction was structured as a tax-free reorganization for U.S. federal income tax purposes. At signing, CNB's investor presentation indicated pro forma ownership of approximately 72% for CNB shareholders and 28% for ESSA shareholders. The indicative price represented a price-to-tangible-book-value multiple of 0.99x (a pay-to-trade ratio of 96%) and a price-to-LTM GAAP earnings multiple of 12.2x on an ESSA standalone basis, 6.2x including cost savings, and 4.0x on a fully synergized earnings basis (ESSA GAAP 2024 net income plus fully phased-in cost savings, purchase accounting accretion and other merger-related adjustments), per CNB's investor presentation. CNB disclosed 2026E pre-tax cost savings of $20.5 million, equal to 40% of ESSA's projected noninterest expense on a bottoms-up basis, modeled at a 40% annual cost-save phase-in assumption. The presentation also modeled a 6.7% total loan mark (interest rate plus credit mark), with a 6.7% portfolio discount (primarily rate-related) accreted into earnings over six years, and balance sheet repositioning involving the sale or divestiture of approximately $200 million of loans and approximately $100 million of deposits. CNB estimated approximately $27.6 million of one-time pre-tax merger-related charges at closing. CNB projected the merger would be approximately 35% accretive to its 2026 diluted GAAP earnings per share, inclusive of fully phased-in cost synergies, and approximately 14% accretive on a cash diluted EPS basis. Tangible book value per share dilution to CNB at transaction close was projected at approximately 15% on a GAAP crossover basis (shown elsewhere in the presentation as roughly 3% on a different methodology), with an earnback period of approximately 3.3 years under the GAAP cross-over method and approximately 1.7 years under the static cash earnback method. CNB projected a pro forma 2026 return on average tangible common equity of approximately 16%, return on average assets of approximately 1.3%, and an efficiency ratio of approximately 56%. The pro forma balance sheet at close was projected to have a tangible common equity to tangible assets ratio of approximately 7.7%, a Common Equity Tier 1 capital ratio of approximately 10.7%, and a loan-to-deposit ratio of approximately 89%, with roughly 140 basis points of annual CET1 capital generation excluding asset growth. The combined company was expected to have approximately $8 billion in total assets (CNB's closing press release later cited consolidated assets in excess of $8.0 billion), $7 billion in total deposits, and $6 billion in total loans, with CNB Bank's branch count rising to 78 offices across Pennsylvania, Ohio, New York and Virginia, including ESSA's 20 community offices in the Lehigh Valley, Greater Pocono, Scranton/Wilkes-Barre and suburban Philadelphia areas. The combined Pennsylvania deposit franchise was expected to rank in the state's top 10, and CNB said the deal expanded its footprint into eastern Pennsylvania and the Greater Lehigh Valley without branch overlap. Michael D. Peduzzi, President and CEO of CNB, said: "We are excited to partner with ESSA which shares such a strong banking tradition with CNB. This combination aligns two high performing banks with an exceptional commitment to client-focused services for its customers and financial support to sustain the economic vitality of the communities in which they operate." ESSA President and CEO Gary S. Olson said: "CNB is a powerful partner for our bank that closely mirrors our culture and values, making the transaction a natural fit. CNB's multi-state, multi-brand business model fosters our entrepreneurial spirit, and continues our commitment and presence in eastern Pennsylvania." At closing, Peduzzi added that the merger would "catalyze greater achievement of our strategic asset and profitability growth objectives by embracing these vibrant markets in Northeastern Pennsylvania." Per the terms of the merger agreement, CNB and CNB Bank each appointed three new directors from ESSA: Gary S. Olson (ESSA's President and CEO), Robert C. Selig, Jr. (ESSA's Chairman), and Daniel J. Henning (an ESSA director). Olson also took on a role as strategic advisor to CNB's CEO, and CNB Bank formed an advisory board for the ESSA Bank division. Concurrently with signing, CNB entered into voting agreements with ESSA's directors and certain executive officers obligating them to vote their ESSA shares in favor of the merger, and ESSA entered into reciprocal voting agreements with CNB's directors and certain executive officers favoring the related share issuance. ESSA's definitive merger proxy statement (DEFM14A, filed March 7, 2025) describes a roughly two-year strategic review by ESSA's board before the CNB deal. ESSA's board had maintained a mergers and acquisitions committee and, through its financial advisor, held discussions with one regional bank holding company and six community bank holding companies. Five of those parties declined to proceed. In December 2022, ESSA entered a confidentiality agreement with an unnamed "Company A" that submitted a non-binding indication of interest in January 2023 valuing ESSA shares between $21.06 and $22.60 based on an all-stock exchange ratio; that value fell to between $17.41 and $18.69 amid the regional bank turmoil of early 2023, and discussions were discontinued in August 2023. In March 2024, an unnamed "Company B," a regional bank holding company, submitted a non-binding letter of intent valuing ESSA shares between $21.03 and $21.33 in an all-stock structure, but withdrew its indication of interest at the end of April 2024 to pursue a different acquisition. ESSA's financial advisor, PNC FIG Advisory, then contacted CNB CEO Michael Peduzzi in late July or early August 2024 to gauge interest, leading to direct discussions between Peduzzi and Olson, a mutual confidentiality agreement dated August 13, 2024, and CNB's engagement of Stephens Inc. as its financial advisor. The merger agreement provided for a termination fee of $8.8 million payable by ESSA to CNB under specified circumstances if the merger was not consummated. The deal was unanimously approved by both companies' boards of directors and was subject to approval by the shareholders of both ESSA and CNB as well as customary regulatory approvals; CNB's Form S-4 registration statement (filed February 20, 2025, amended March 3, 2025) served as the vehicle for the joint proxy statement/prospectus. The transaction was expected to close in the third quarter of 2025 and in fact closed on July 23, 2025, consistent with that timeline. On the financial advisory side, PNC FIG Advisory, part of PNC Capital Markets LLC, served as ESSA's exclusive financial advisor and rendered a fairness opinion to ESSA's board of directors. Stephens Inc. served as CNB's exclusive financial advisor, and Piper Sandler & Co rendered a fairness opinion to CNB's board. On the legal side, Luse Gorman, PC served as legal advisor to ESSA, and Hogan Lovells US LLP served as legal advisor to CNB. Upon closing, ESSA Bank & Trust began operating as "ESSA Bank, a division of CNB Bank" within its existing geographic footprint. Holders of ESSA restricted stock awards had their awards automatically vest and exchanged for the merger consideration, while ESSA's performance-based restricted stock units vested at the greater of target or actual performance achievement and were settled in cash, with fractional CNB shares paid out in cash in lieu of issuance, per ESSA's closing Form 8-K.

This transaction is a bank merger, described in the facts as completed in subtype, in which CNB Financial Corporation is acquiring ESSA Bancorp, Inc. The deal is classified within the financial institutions group sector, and the disclosed value of the transaction is not stated in the source document. The transaction is sourced from an SEC EDGAR Form 8-K filing published on July 24, 2025. Despite the subtype description referencing a completed merger, the status field in the facts provided lists the deal as pending regulatory approval. On the financial advisory side, Piper Sandler & Co rendered a fairness opinion to CNB's board, serving as fairness opinion provider to the acquirer. Separately, Stephens Inc. served as CNB's exclusive financial advisor and is identified as the lead advisor on the acquirer side. On the target side, PNC FIG Advisory, part of PNC Capital Markets LLC, served as ESSA's exclusive financial advisor and rendered a fairness opinion to ESSA's board, and is identified as the lead advisor to ESSA. On the legal side, Luse Gorman, PC served as legal advisor to ESSA, the target, while Hogan Lovells US LLP served as legal advisor to CNB, the acquirer. Beyond confirming that this is a bank merger, no further detail on the specific consideration structure, such as a stock exchange ratio or cash component, is included in the facts available. Several elements of this deal remain undisclosed. The deal value is explicitly noted as not stated in the source document, and no detail on the specific merger consideration or exchange ratio is provided. While the subtype notation references the merger as completed, no explicit closing date is given in the facts available, and the status field itself still reflects pending regulatory approval.

ESSA Bancorp, Inc., a financial services sector company, is the target in a merger transaction within the mergers and acquisitions product group. The acquirer is CNB, also operating in the financial services sector. The transaction is structured as a merger. No deal value has been disclosed in the source documents. This briefing is sourced from an SEC EDGAR filing published on July 24, 2025. The specific form type is not identified in the available source material. The transaction is currently pending regulatory approval. On the target side, PNC FIG Advisory, part of PNC Capital Markets LLC, has been retained as ESSA's exclusive financial advisor and has rendered a fairness opinion to ESSA's board of directors. On the acquirer side, two financial advisors have been engaged. Stephens Inc. is serving as CNB's exclusive financial advisor, and has also rendered a fairness opinion to CNB's board. Additionally, Piper Sandler & Co has rendered a separate fairness opinion to CNB's board. ESSA Bancorp is being represented by Luse Gorman, PC as legal counsel. CNB is being represented by Hogan Lovells US LLP as legal counsel. Beyond the engagement of financial and legal advisors, no material terms of the transaction structure have been disclosed. The consideration structure, whether comprised of cash, stock, or some combination, is not specified in the available source documents. No specific merger mechanics, such as the form of consideration or any earnout provisions, have been disclosed. The expected closing date of the transaction has not been provided. Several critical details remain unknown or undisclosed. The transaction value has not been stated. The form type of the SEC filing is not identified. No details regarding the structure of consideration or the ratio of any stock and cash components have been disclosed. An expected closing date has not been announced. These gaps should be clarified through additional filings or public announcements as the transaction progresses through its regulatory approval phase.

CNB Financial Corporation (Nasdaq: CCNE), the parent company of CNB Bank, agreed to acquire ESSA Bancorp, Inc. (Nasdaq: ESSA), the parent company of ESSA Bank & Trust, in an all-stock merger. The deal was announced on January 10, 2025, in a joint press release attached to a Form 8-K filed with the SEC, and the transaction subsequently closed. ESSA merged with and into CNB, and ESSA Bank merged with and into CNB Bank, continuing to operate as ESSA Bank, a division of CNB Bank. Under the Agreement and Plan of Merger dated January 9, 2025, each outstanding share of ESSA common stock is converted into the right to receive a fixed 0.8547 shares of CNB common stock, with no collar or walk-away provision disclosed in the agreement. At signing, the transaction consideration was valued at approximately $214 million in the aggregate, or approximately $21.10 per ESSA share, based on CNB's 10-day volume-weighted average stock price of $24.69 as of January 8, 2025. The merger is structured to be a tax-free exchange for ESSA shareholders for U.S. federal income tax purposes. No separate EV/EBITDA, price-to-earnings, or price-to-tangible-book-value multiple for the transaction was disclosed in the sources reviewed. CNB stated the combined company is expected to have approximately $8 billion in total assets, $7 billion in total deposits, and $6 billion in total loans. CNB projected the merger would be approximately 35% accretive to its diluted earnings per share in 2026, inclusive of fully phased-in cost synergies, with tangible book value per share dilution at transaction close of approximately 15% and an estimated earnback period of approximately 3.3 years. CNB further projected pro forma 2026 return on average tangible common equity of approximately 16% and return on average assets of approximately 1.3%, with an estimated pro forma tangible common equity to tangible asset ratio of approximately 7.7%, a Common Equity Tier 1 ratio of approximately 10.7%, and a loan-to-deposit ratio of approximately 89% at transaction close. No specific dollar figure or percentage for expected cost synergies/savings, nor a phase-in schedule beyond the accretion/dilution figures above, was disclosed in the sources reviewed. CNB President and CEO Michael D. Peduzzi said, "We are excited to partner with ESSA which shares such a strong banking tradition with CNB. This combination aligns two high performing banks with an exceptional commitment to client-focused services for its customers and financial support to sustain the economic vitality of the communities in which they operate." He added that the deal "expands CNB's services to eastern Pennsylvania and the greater Lehigh Valley market without any branch overlap," that the pro forma deposit franchise is expected to rank the combined company in the Top 10 in Pennsylvania and Top 3 in the greater Lehigh Valley, and cited CNB's experience as "a seasoned acquiror" as a factor reducing execution risk. ESSA President and CEO Gary S. Olson said, "CNB is a powerful partner for our bank that closely mirrors our culture and values, making the transaction a natural fit. CNB's multi-state, multi-brand business model fosters our entrepreneurial spirit, and continues our commitment and presence in eastern Pennsylvania." Under the merger agreement, CNB and CNB Bank each agreed to add three ESSA directors to their boards following closing: Gary S. Olson (ESSA's President, CEO and a director), Robert C. Selig Jr. (ESSA's Chairman), and Daniel J. Henning (an ESSA director). Mr. Olson also took on a role as strategic advisor to CNB's CEO, and CNB Bank formed a Board of Advisors for the ESSA Bank division. Headquartered in Stroudsburg, Pennsylvania, ESSA operated 20 community offices across the Lehigh Valley, Greater Pocono, Scranton/Wilkes-Barre, and suburban Philadelphia areas prior to closing. The merger agreement provides for a termination fee of $8,800,000 payable by ESSA to CNB under specified circumstances, including termination in connection with ESSA's board accepting a superior proposal, or if ESSA enters into, or consummates, a definitive agreement for an alternative acquisition proposal within 12 months after CNB terminates the agreement following a willful breach by ESSA connected to a publicly known competing proposal. The agreement states this fee constitutes liquidated damages and is CNB's sole monetary remedy in the specified termination circumstances. No other bidders or negotiation history ahead of signing were disclosed in the sources reviewed (a full merger proxy/prospectus narrative, such as a "Background of the Merger" section, was not independently fetched). The merger was unanimously approved by both companies' boards of directors. ESSA shareholders approved the merger proposal at a Special Meeting held April 15, 2025, with 7,497,798 shares voted for, 535,187 against, 90,852 abstaining, and 732,512 broker non-votes, out of 10,154,664 shares outstanding and 8,856,349 shares represented at the meeting (a quorum). The transaction subsequently closed on July 23, 2025, with CNB confirming completion in a July 24, 2025 press release. On closing, CNB Bank's branch network extended into northeastern Pennsylvania, including the Lehigh Valley, bringing CNB Bank to 78 branches across a four-state footprint (versus 55 branches cited in the January 2025 announcement), with consolidated assets exceeding $8.0 billion post-closing. The deal is stock-for-stock, so no new acquisition debt or separate cash consideration component was disclosed. On the acquirer side, CNB retained Stephens Inc. as its exclusive financial advisor and Hogan Lovells US LLP as its legal advisor; Piper Sandler & Co rendered a fairness opinion to CNB's board. On the target side, ESSA engaged PNC FIG Advisory, part of PNC Capital Markets LLC, as its exclusive financial advisor, which also rendered a fairness opinion to ESSA's board; ESSA's legal advisor was Luse Gorman LLP (referenced as Luse Gorman, PC in the closing press release).

This transaction is a bank holding company merger in which ESSA Bancorp, Inc., a company in the financial institutions group (FIG) sector, is the target being acquired by CNB Financial Corporation. The deal is classified under the M&A product group, and the disclosed deal value is not stated in the source document. The facts block is sourced from a single SEC filing: an 8-K filed with SEC EDGAR and published on July 24, 2025. The deal's current status is pending regulatory approval. On the financial advisory side, Stephens Inc. served as CNB's exclusive financial advisor, the acquirer side, and is designated as lead advisor. Separately, Piper Sandler & Co rendered a fairness opinion to CNB's board, serving in a fairness-opinion-provider capacity on the acquirer side without a lead designation. On the target side, PNC FIG Advisory, part of PNC Capital Markets LLC, served as ESSA's exclusive financial advisor and rendered a fairness opinion to ESSA's board, also designated as lead advisor. Legal counsel was also disclosed for both sides. Hogan Lovells US LLP served as CNB's (the acquirer's) legal advisor. Luse Gorman, PC served as ESSA's (the target's) legal advisor. Beyond the characterization of the deal as a bank holding company merger, the facts block does not disclose further detail on consideration structure, such as whether the merger consideration is cash, stock, or a combination. Several facts are not disclosed in the source material. The overall deal value is not stated. The facts block does not specify the consideration structure (cash, stock, or mixed) for ESSA shareholders, nor does it give an expected closing date.

This transaction is an all-stock merger in which NBT Bancorp Inc. (ticker NBTB) is acquiring Evans Bancorp Inc., both companies operating in the fig (financial institutions group) sector. The deal is classified under the M&A product group, and the disclosed value is not stated in the source document. This summary is sourced from an SEC EDGAR Form DEFM14A filed and published on November 7, 2024. The transaction's current status is pending regulatory review. Only one financial advisor is named in the facts block: Piper Sandler & Co. served as financial advisor to Evans, the target, in a lead capacity. The source sentence is drawn directly from a section heading, Opinion of Piper Sandler & Co., Financial Advisor to Evans, indicating the firm's engagement centered on delivering a fairness opinion in connection with the merger. No legal advisors are identified in the facts block for either Evans Bancorp or NBT Bancorp. Beyond confirming that this is structured as an all-stock merger, the facts block provides no further detail on the exchange ratio, the treatment of outstanding equity awards, or any other structural terms of the merger agreement. Several material facts are not disclosed in the available record. The transaction's dollar value is explicitly stated as not disclosed in the source document. No legal advisors are named for either party. No financial advisor is identified for NBT Bancorp, the acquirer, and no expected closing date is given.

This deal is a sale of renewal rights, classified as an M&A transaction in the financial institutions group (FIG) sector, involving Everest's global retail and commercial insurance business as the target/divested business and American International Group, Inc. (ticker AIG) as acquirer. The disclosed value of the transaction is not stated in the source document. The transaction is sourced from an 8-K filing with the SEC, filed via SEC EDGAR and published on October 28, 2025. The deal's current status is pending regulatory approval. On the financial advisory side, Ardea Partners LP served as exclusive financial advisor to Everest (the target/seller side), in a lead capacity. Evercore served as financial advisor to AIG, the acquirer, though no lead designation is specified for Evercore's role in the facts provided. On the legal side, Debevoise & Plimpton LLP served as legal advisor to Everest (the Company, target side), while Willkie Farr & Gallagher LLP served as legal advisor to AIG, the acquirer, per the respective source sentences pairing each financial and legal advisor by side. Beyond the classification of this transaction as a sale of renewal rights for Everest's global retail and commercial insurance business, no further detail on the specific business lines transferred, consideration structure, or other terms is provided in the facts block. Several items are not disclosed in the available record. The overall transaction value is not stated in the source document, and no lead/non-lead designation is given for Evercore's role advising AIG. No expected closing date or additional timeline detail beyond the October 2025 filing date and pending-regulatory status is provided.

First Financial Bancorp. (Nasdaq: FFBC) announced on July 21, 2026, alongside its second quarter 2026 earnings release, that it has agreed to acquire Finward Bancorp, the holding company for Peoples Bank, in an all-stock transaction. The merger agreement has been unanimously approved by the boards of directors of both First Financial and Finward. This record is sourced from First Financial's own 8-K press release (Exhibit 99.1), furnished to the SEC on July 21, 2026, which combines the company's quarterly earnings announcement with disclosure of the pending Finward acquisition in a single filing. Morgan Stanley & Co. LLC is serving as financial advisor to First Financial on the acquirer side. Stephens Inc. is serving as financial advisor to Finward on the target side and rendered a fairness opinion to Finward's board of directors. Squire Patton Boggs (US) LLP is serving as legal counsel to First Financial. Barack Ferrazzano Kirschbaum & Nagelberg LLP is serving as legal counsel to Finward. Under the terms of the agreement, each outstanding share of Finward common stock will be converted into the right to receive 1.35 shares of First Financial common stock, an all-stock structure valuing the transaction at approximately $208 million based on First Financial's closing stock price on July 20, 2026. The transaction is expected to be approximately 5% accretive to First Financial's earnings per share, with only slight (0.4%) dilution to First Financial's tangible book value per share at closing and an anticipated tangible book value earnback of 0.6 years. The deal is expected to close in the fourth quarter of 2026, subject to customary closing conditions, regulatory approvals, and approval of Finward's shareholders. Not disclosed in this filing: any termination fee, Finward's standalone balance sheet metrics (total assets, loans, deposits) as of the announcement date, and post-closing governance or management appointments resulting from the combination.

First Bancorp (Nasdaq: FBNC), the Southern Pines, North Carolina parent of First Bank, has agreed to acquire First Carolina Bancshares Corporation, the parent of Carolina Bank & Trust Company headquartered in Florence, South Carolina, in a stock-and-cash transaction with an aggregate value of $166 million based on First Bancorp's closing stock price of $64.22 on July 13, 2026. The deal was announced on July 14, 2026 via a Form 8-K containing a joint press release, the merger agreement (Exhibit 2.1), and an investor presentation (Exhibit 99.2). Carolina Bank is a privately held, fourth-generation family-run community bank founded in 1936 with approximately $831 million in assets, $596 million in loans and $714 million in deposits, operating 14 branches across six South Carolina counties in the Pee Dee region, and reported an LTM return on average assets of 1.60% for the twelve months ended March 31, 2026. Under the merger agreement, each share of First Carolina common stock will be converted into the right to receive $294.94 in cash plus 14.5340 shares of First Bancorp common stock, subject to adjustment if First Carolina's tangible common equity capital at closing falls outside a target range of $110 million (minimum) to $125 million (maximum). In aggregate, First Carolina shareholders will receive approximately $40 million in cash and 1,967,017 First Bancorp shares, a mix of roughly 75% stock and 25% cash. At closing, First Bancorp shareholders are expected to own approximately 95% of the combined company and former First Carolina shareholders approximately 5%. The $166 million transaction value represents 1.53 times First Carolina's tangible common equity (versus 1.47 times at the June 23, 2026 letter-of-intent stage, when the deal was valued at $160 million), 11.9 times First Carolina's estimated 2027 earnings, and 9.1 times estimated 2027 earnings including fully phased-in cost savings, according to First Bancorp's investor presentation. The presentation also cites a pay-to-trade ratio of approximately 68%. First Bancorp disclosed expected cost savings equal to 30% of Carolina Bank's noninterest expense base, with 75% of those savings realized in 2027 and the full amount realized thereafter. The presentation's key transaction assumptions also include an allowance for credit losses of $10.9 million (1.75% of Carolina Bank's loans at closing), a loan interest rate mark of $12.5 million (2.0% of loans at closing, accreted into earnings over six years), a fixed-asset write-up of $4.5 million, a core deposit intangible of 3.00% of non-time deposits (amortized over 10 years), and approximately $15.8 million of after-tax merger charges fully reflected in tangible book value dilution at closing. First Bancorp expects the transaction to be accretive to fully phased-in earnings per share by approximately 3%, with initial tangible book value dilution of approximately 1% and an earnback period of 1.7 years (based on when pro forma tangible book value per share crosses and begins to exceed projected standalone First Bancorp tangible book value per share). The company also cites an expected internal rate of return of 20%-plus. On a pro forma basis, the combined company is expected to have approximately $13.8 billion in total assets, $9.4 billion in gross loans and $11.7 billion in deposits, with a 2027 estimated return on average assets of 1.6%, return on average tangible common equity of 15%, and efficiency ratio of 47%. First Bancorp states the deal will increase its South Carolina deposit base by more than 50%, double its South Carolina branch footprint, and place it in the top 10 for deposit market share in both North Carolina and South Carolina and number 2 in the Pee Dee region, based on FDIC deposit data as of June 30, 2025. Adam Currie, President and CEO of First Bank, said in the press release that "Carolina Bank has deep roots in the communities it serves and a strong reputation for relationship-based banking," adding that "their approach to serving customers aligns closely with our own." Rick Beasley, Chairman and CEO of Carolina Bank, said "this partnership brings together two organizations that share a commitment to community banking" and that customers "will benefit from expanded resources, while continuing to work with the team they know and trust." Per the investor presentation, Beasley and Carolina Bank CFO R.W. "Bubba" DeMaurice III are expected to retire upon closing, while other Carolina Bank leaders are expected to remain with First Bank in local leadership roles. The registration statement on Form S-4 (declared effective October 9, 2026, with a final prospectus filed October 13, 2026 on Form 424B3) discloses the negotiation background. Discussions began with informal talks between First Bancorp CEO Richard Moore and First Carolina CEO Rick Beasley in mid-April 2026, followed by a non-disclosure agreement on April 29, 2026 and several weeks of due diligence. First Bancorp made a verbal proposal on June 11, 2026 at an implied value of approximately $157 million (75% stock / 25% cash), which was followed by negotiation to approximately $160 million by June 16-18, 2026 and a non-binding letter of intent on June 23, 2026 reflecting the final exchange ratio of 14.5340 shares and $294.94 cash per share. The merger agreement was finalized by July 9, 2026 and executed July 13, 2026 after both boards' unanimous approval; First Carolina's board received a fairness opinion from Piper Sandler dated July 13, 2026 concluding the merger consideration was fair to First Carolina shareholders from a financial point of view. The filings do not indicate that First Carolina solicited or received competing offers from other acquirers during this process. Stephens Inc. served as financial advisor to First Bancorp, and Brooks, Pierce, McLendon, Humphrey & Leonard, LLP served as its legal counsel. Piper Sandler & Co. served as financial advisor to First Carolina, and Nelson Mullins Riley & Scarborough LLP served as its legal counsel. The merger agreement provides for a termination fee of $6.4 million payable by First Carolina to First Bancorp under specified circumstances, including termination following an alternative acquisition proposal. Closing is subject to approval by two-thirds of First Carolina's outstanding shares, regulatory approvals from the Federal Reserve, FDIC, and North and South Carolina state banking regulators, and effectiveness of the Form S-4 registration statement. The transaction is expected to close in the fourth quarter of 2026 or early in the first quarter of 2027, with systems integration scheduled for the first quarter of 2027. As of this update, no closing 8-K or shareholder vote result has been identified, so the deal remains in announced/pending status.

FirstSun Capital Bancorp, a financial institutions sector company trading under ticker FSUN, agreed to acquire First Foundation Inc. (NYSE: FFWM) in an all-stock merger under an Agreement and Plan of Merger dated October 27, 2025. Under the agreement, First Foundation merged with and into FirstSun, with FirstSun as the surviving corporation, and First Foundation's subsidiary bank, First Foundation Bank, merged into FirstSun's subsidiary, Sunflower Bank, National Association, with Sunflower Bank as the surviving bank. The transaction was announced via press release and investor presentation describing it as 'Creating the Southwest's Premier Banking Franchise' and 'Unlocking Value via Strategic M&A,' with the combined company described as a premier $17 billion bank operating in the nation's best growth markets. Mollie Hale Carter, Executive Chairman of FirstSun, said: 'We are thrilled to welcome the customers and team members of First Foundation to the FirstSun and Sunflower Bank family. This merger represents an exciting opportunity to strengthen our platform for long-term, sustainable growth, expand our earnings power, and drive greater value for our stockholders... Together, FirstSun and First Foundation will form a premier regional bank with a powerful footprint across some of the most dynamic markets in the country.' Tom Shafer, CEO of First Foundation, said: 'Joining forces with FirstSun marks an exciting new chapter for First Foundation. This merger strengthens our ability to deliver exceptional financial services and expands our reach across key markets... We are particularly excited to accelerate the business plan of First Foundation Advisors, our private wealth management platform.' Under the terms of the merger agreement, First Foundation common and preferred stockholders (Series A Noncumulative Convertible Preferred Stock and Series C Non-Voting Common Equity Equivalent Stock) received 0.16083 of a share of FirstSun common stock for each First Foundation share on a fully converted basis, with cash paid in lieu of fractional shares. First Foundation warrant holders exercised their warrants early in exchange for FirstSun common stock plus an aggregate cash payment of approximately $17.5 million. The aggregate transaction value, inclusive of the warrant cash consideration, was estimated at $785 million based on FirstSun's closing stock price as of October 24, 2025 (FirstSun issued shares at an implied $40.44 per share). FirstSun stockholders owned approximately 59.5% and First Foundation stockholders approximately 40.5% of the combined company at closing. The investor presentation disclosed purchase price multiples of 0.80x First Foundation's September 30, 2025 stated tangible book value (adjusted for convertible preferred) and 0.73x tangible book value including reversal of First Foundation's deferred tax asset (DTA) valuation allowance; FirstSun shares were issued at 1.10x its own September 30, 2025 tangible book value. The deal was structured entirely as stock consideration with no new acquisition debt disclosed. FirstSun separately disclosed a related balance sheet 're-positioning' plan to downsize approximately $3.4 billion of First Foundation's non-core, wholesale-funded assets (targeting a wholesale funding ratio below 10%) concurrent with closing, which management said would unlock First Foundation's core franchise earnings power; no revenue synergies were included in management's financial modeling. FirstSun disclosed estimated pre-tax cost savings of $68.8 million, equal to 35.0% of First Foundation's run-rate core noninterest expense base (excluding customer service expense impacts), with an assumed phase-in schedule of approximately 66% realized in 2026 and 100% realized in 2027 and thereafter. The investor presentation separately disclosed a $425.0 million pre-tax interest rate mark on First Foundation's loan portfolio (5.60% of pre-close loan balances), of which $286.7 million was assumed to accrete into earnings over the estimated remaining life of the loans, plus a $50.3 million pre-tax held-to-maturity securities mark. On financial impact, FirstSun management projected 30%+ accretion to its estimated 2027 GAAP EPS (and mid-to-high single-digit percentage accretion to 2027 cash EPS), 2027 pro forma return on average assets of approximately 1.45% and return on average tangible common equity of approximately 13.3%, pro forma total assets of approximately $17 billion, approximately $6.8 billion in pro forma assets under management, and a pro forma fee-income-to-total-revenue ratio of approximately 20%. On tangible book value impact, a summary slide in the investor presentation showed an estimated 7% GAAP TBV dilution at close with a 3.3-year earnback (and TBV accretion, no earnback, on a cash basis), while a more detailed non-GAAP reconciliation elsewhere in the same presentation calculated pro forma FirstSun tangible book value per share at close of $33.27 versus FirstSun's standalone $38.80, implying dilution of $5.53 per share, or 14.3%, also with a 3.3-year earnback under the "crossover method." Management also projected an internal rate of return of 20%+ and return on invested capital of 12%+ for the transaction. FirstSun's board of directors and First Foundation's board of directors each unanimously approved the merger agreement. At closing, the combined company's board was to consist of thirteen directors, eight from FirstSun and five from First Foundation. Mollie Hale Carter (Executive Chairman), Neal Arnold (CEO, President and Director) and Rob Cafera (CFO) of FirstSun retained their roles, while Tom Shafer, CEO of First Foundation, became Vice Chairman of the combined company. Certain directors and stockholders of both companies entered into Support Agreements agreeing to vote their shares in favor of the merger. According to the "Background of the Merger" section of the joint proxy statement/prospectus (Form S-4), First Foundation and FirstSun had engaged in intermittent, ultimately discontinued merger discussions in 2022-2023 (with KBW advising FirstSun and Stephens advising First Foundation at that time), before renewed discussions began in February 2025 when FirstSun CEO Neal Arnold and First Foundation CEO Thomas Shafer re-engaged regarding FirstSun's expansion into Southern California. During First Foundation's 2025 strategic review, the company's board and KBW (its financial advisor) evaluated multiple alternative approaches, including: a March 19, 2025 introductory call (coordinated by Jefferies) with the CEO of another bank that did not lead to further talks; follow-up conversations in early June 2025 with three bank CEOs at a KBW-hosted conference, two of whom declined further dialogue while a third expressed interest that was not pursued further; introductory calls in June 2025 (coordinated by Jefferies) with CEOs of two additional banks that did not result in further interest from either side; an inbound inquiry in June-July 2025 from a bank with less than $500 million in assets proposing a market-premium, all-cash take-private transaction, which the First Foundation board rejected on July 10, 2025 as not in stockholders' best interests; and an August 14, 2025 meeting between Shafer, KBW and the CEO/CFO of a "substantially larger banking institution" regarding a potential acquisition of First Foundation, which that larger institution ultimately declined to pursue. The board determined that running a broader auction process risked deterring FirstSun, which it viewed as the strongest remaining counterparty, and authorized continued bilateral negotiations. FirstSun submitted non-binding term sheets on August 21 and August 25, 2025 and a further revised term sheet on September 9, 2025, with negotiations over the ownership split (ranging between approximately 40% and 42%), warrant treatment (including an increase in the proposed warrant termination payment from $10 million to $25 million, ultimately set at $17.5 million in the signed agreement), and a minimum tangible common equity closing condition. FirstSun delivered a "best and final" letter of intent on September 18, 2025 contemplating 100% stock consideration, a fixed exchange ratio with no collar, and FirstSun as legal and accounting acquirer, which led to the signed merger agreement on October 27, 2025. Closing of the merger was conditioned on, among other things: approval of the merger agreement by both companies' stockholders; approval by FirstSun stockholders of a charter amendment increasing authorized common stock and creating a new non-voting common stock class (available to First Foundation stockholders who would otherwise receive more than 4.99% of FirstSun's outstanding common stock); receipt of required bank regulatory approvals (FirstSun's primary regulator, the OCC, and First Foundation's primary regulator, the FDIC, were both involved in reviewing the companies' balance sheet repositioning plans) without materially burdensome conditions; effectiveness of the Form S-4 registration statement and Nasdaq listing approval for the shares to be issued; and receipt of tax opinions that the merger would qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code. The merger agreement provided for termination fees of $45.1 million payable by FirstSun and $31.4 million payable by First Foundation under specified circumstances, and allowed either party to terminate if the deal did not close within 12 months of signing, subject to exceptions. FirstSun Capital Bancorp engaged Stephens Inc. as its exclusive financial advisor, and Stephens rendered a fairness opinion to FirstSun's board of directors. Nelson Mullins Riley & Scarborough LLP served as legal counsel to FirstSun. On the target side, First Foundation retained Keefe, Bruyette & Woods, A Stifel Company (lead financial advisor, providing a fairness opinion to First Foundation's board) and Jefferies LLC (financial advisor, also providing a fairness opinion to First Foundation's board). Alston & Bird LLP served as legal counsel to First Foundation. FirstSun filed a Form S-4 registration statement on December 11, 2025 (amended January 14, 2026) covering the shares to be issued in the merger, which included the joint proxy statement of FirstSun and First Foundation and a prospectus of FirstSun; the definitive joint proxy statement/prospectus was filed on January 15, 2026. FirstSun's stockholders approved the merger proposal, the charter amendment increasing authorized common stock, and the non-voting common stock proposal at a special meeting held February 27, 2026. The merger closed on April 1, 2026, with First Foundation merging into FirstSun and First Foundation Bank merging into Sunflower Bank, National Association, as disclosed in a Form 8-K filed that day. A subsequent Form 8-K filed June 5, 2026 confirmed that Sunflower Bank closed on the sale of approximately $890 million of performing multifamily commercial real estate loans acquired from First Foundation Bank to entities affiliated with Brookfield Asset Management, described as part of the previously disclosed post-merger balance sheet downsizing plan, with the remainder of the downsizing expected to be completed before the end of the second quarter of 2026.

FirstSun Capital Bancorp, ticker symbol FSUN, is acquiring First Foundation Inc. in a merger transaction within the financial institutions sector. The deal is valued at $785 million in disclosed consideration. Both parties operate in the financial institutions sector, and this transaction represents a merger-subtype mergers and acquisitions engagement. The transaction information is sourced from an SEC EDGAR filing published on October 27, 2025. The form type is not specified in the available data. As of the date of this briefing, the deal remains pending regulatory approval and has not yet closed. First Foundation retained two financial advisors to support the transaction. Keefe Bruyette and Woods, A Stifel Company, is serving as lead advisor to First Foundation and provided a fairness opinion to the target's board of directors. Jefferies LLC is also serving as financial advisor to First Foundation and rendered a fairness opinion to the board. On the acquirer side, Stephens Inc. is serving as exclusive financial advisor to FirstSun Capital Bancorp and rendered a fairness opinion to FirstSun's board of directors, functioning as the lead financial advisor for the acquirer. Legal representation has been retained by both parties. Alston & Bird LLP served as legal counsel to First Foundation. Nelson Mullins Riley & Scarborough LLP served as legal counsel to FirstSun Capital Bancorp. The transaction documentation does not disclose specific details regarding the consideration structure, such as the allocation between cash and stock consideration, any earnout provisions, or deal adjustments. Similarly, no information has been disclosed regarding deal timing, expected closing conditions beyond regulatory approval, or any collar mechanisms. The exact form of the SEC filing containing this information has not been specified in the available data.

MetroCity Bankshares, Inc. (NASDAQ: MCBS), the holding company for Metro City Bank, agreed on March 16, 2025 to acquire First IC Corporation (OTCEM: FIEB), the holding company for First IC Bank, in a cash-and-stock transaction. Both companies are based in Doraville, Georgia, and the deal was announced via a joint press release on March 17, 2025. The transaction closed after the close of business on December 1, 2025. Under the terms of the Agreement and Plan of Reorganization, First IC shareholders were entitled to receive 3,384,588 shares of MetroCity common stock and $111,965,213 in cash in the aggregate, subject to adjustment, representing approximately 46 percent stock and 54 percent cash. Based on MetroCity's closing price of $27.78 on March 14, 2025, the implied purchase price was $22.71 per First IC share and the aggregate transaction value was approximately $206 million. At closing, the final exchange ratio was fixed at 0.3729 MetroCity shares plus $12.19 in cash for each First IC share (cash paid in lieu of fractional shares), and First IC shareholders ultimately received an aggregate of 3,384,381 MetroCity shares and approximately $110.6 million in cash. Holders of First IC stock options were cashed out. The stock portion was registered on a Form S-4 (File No. 333-287567) filed May 23, 2025 and declared effective June 6, 2025. Chong Chun, Chairman of First IC Corporation, said: "First IC Corporation and its wholly owned subsidiary, First IC Bank, are thrilled to announce the merger with MetroCity. We have been competitors and admirers of the MetroCity franchise for many years and combining our two organizations will create a stronger banking institution for our customers, employees and communities." Nack Paek, MetroCity's Chairman and CEO, said: "We too have long competed with and admired the First IC franchise and are excited about combining our two organizations. The combined bank will have the capacity to service our customers better, offer enhanced opportunities for our employees and continue offering excellent returns to our shareholders." The investor presentation cited similar business models, geographic proximity (First IC is headquartered near MetroCity) and familiarity between the two companies' employees as rationale for mitigating integration risk, alongside a history of strong asset quality and earnings at both banks. At signing, First IC had approximately $1.2 billion in total assets, $975 million in deposits and $993 million in loans as of December 31, 2024. The pro forma combined company was expected to have approximately $4.8 billion in assets, $3.7 billion in deposits and $4.1 billion in loans; following completion, MetroCity reported approximately $4.8 billion in total assets, $4.0 billion in total loans, $3.6 billion in total deposits and 30 full-service branches plus two loan production offices across Alabama, California, Florida, Georgia, New Jersey, New York, Texas and Virginia. Estimated pro forma ownership at close was approximately 88.4 percent MetroCity and 11.6 percent First IC shareholders. Per the investor presentation, pricing metrics at announcement implied a price-to-tangible-book-value ratio of 146 percent, a price-to-last-twelve-months EPS multiple of 8.3x, and a price-to-2025-estimated-EPS multiple of 8.9x, with a pay-to-trade ratio of approximately 26 percent and an internal rate of return of approximately 24 percent. The deal was expected to deliver approximately 26 percent EPS accretion to MetroCity shareholders in the first full year including fully phased-in cost savings, with an estimated tangible book value dilution at close of approximately 11 percent and a tangible book value earnback period of approximately 2.4 years. A detailed reconciliation in the presentation showed 2026 estimated pro forma net income of $101.3 million (versus $70.8 million MetroCity standalone consensus and $23.6 million First IC management estimate), pro forma EPS of $3.48 versus $2.75 standalone, equating to EPS accretion of $0.73 per share, or 26.4 percent. A separate tangible book value dilution reconciliation showed MetroCity's pro forma tangible book value per share falling from $17.92 to $15.89, a dilution of $2.03 per share or 11.3 percent, driven by $80.3 million of goodwill and core deposit intangibles created against $206.0 million of aggregate merger consideration. MetroCity disclosed anticipated pre-tax cost savings equal to 37 percent of First IC's non-interest expense base, phased in at 10 percent in 2025, 80 percent in 2026, and 100 percent thereafter. The deal also assumed $14.9 million of after-tax transaction costs, a gross credit mark of $12.7 million (1.2 percent of First IC's gross loans), of which 70 percent ($9.6 million) was allocated to non-PCD loans and amortized over four years, an $8.9 million CECL reserve for non-PCD loans, a $10.2 million loan interest rate mark (1.0 percent of gross loans) amortized over four years, elimination of a $3.3 million AOCI balance, and an $18.3 million core deposit intangible amortized over ten years using the sum-of-the-years'-digits method. Hillworth Bank Partners served as financial advisor to MetroCity and rendered a fairness opinion to its board of directors; Hunton Andrews Kurth LLP served as MetroCity's legal counsel. Stephens Inc. served as financial advisor to First IC and rendered a fairness opinion to its board of directors; Alston & Bird LLP served as First IC's legal counsel. Closing was subject to approval by First IC shareholders and receipt of required regulatory approvals from the Federal Reserve, the FDIC, and the Georgia Department of Banking and Finance, without a "Materially Burdensome Regulatory Condition," as well as effectiveness of the Form S-4 and Nasdaq listing of the shares. The agreement specified a termination fee of $8,239,563 payable by First IC under certain circumstances, and included a reciprocal walk-away collar: if MetroCity's average closing stock price fell below 80 percent of its pre-signing average and MetroCity stock underperformed the KBW Regional Bank Index by more than 20 percent, First IC could terminate unless MetroCity elected to increase the merger consideration. In connection with signing, FIEB directors and officers holding approximately 25 percent of First IC's outstanding shares entered into voting agreements to support the deal, and non-executive First IC directors signed director support agreements with two-year post-closing restrictive covenants. On November 14, 2025, MetroCity and First IC announced that all required regulatory approvals and non-objections, as well as First IC shareholder approval, had been obtained, and that the merger was expected to close on December 1, 2025. The merger closed as planned after the close of business on December 1, 2025: First IC Corporation merged with and into MetroCity Bankshares, with MetroCity as the surviving corporation, and First IC Bank then merged with and into Metro City Bank. MetroCity filed an 8-K/A on February 12, 2026 containing First IC's historical audited financial statements for 2022-2024 and unaudited financials through September 30, 2025, along with unaudited pro forma condensed combined financial statements for the nine months ended September 30, 2025 and the year ended December 31, 2024.

MetroCity Bankshares, Inc. (NASDAQ: MCBS), the holding company for Metro City Bank, agreed to acquire First IC Corporation (OTCEM: FIEB), the holding company for First IC Bank, in a cash-and-stock transaction. Both companies are based in Doraville, Georgia. The deal was announced on March 17, 2025, via a Form 8-K that attached the Agreement and Plan of Reorganization (dated March 16, 2025) as Exhibit 2.1, a joint press release as Exhibit 99.1, and an investor presentation as Exhibit 99.2. The transaction closed after the close of business on December 1, 2025, as confirmed in an 8-K filed December 2, 2025, making this a completed deal rather than one still pending regulatory approval. Chong Chun, Chairman of First IC Corporation, stated: "First IC Corporation and its wholly owned subsidiary, First IC Bank, are thrilled to announce the merger with MetroCity. We have been competitors and admirers of the MetroCity franchise for many years and combining our two organizations will create a stronger banking institution for our customers, employees and communities." He added that the combination would "ensure our shared values to create a better bank, offering enhanced services and opportunities for our employees, customers, key partnerships, and the communities we serve." Nack Paek, MetroCity's Chairman and CEO, said: "We too have long competed with and admired the First IC franchise and are excited about combining our two organizations. The combined bank will have the capacity to service our customers better, offer enhanced opportunities for our employees and continue offering excellent returns to our shareholders." The investor presentation also cited similar business models, strong familiarity between the companies (First IC is headquartered near MetroCity, with many employees personally acquainted), and a shared history of strong earnings and asset quality as strategic rationale. Under the terms of the Reorganization Agreement, First IC shareholders were entitled to receive aggregate consideration of $111,965,213 in cash (subject to adjustment) and 3,384,588 shares of MCBS common stock, equal to approximately 46% stock and 54% cash. Based on MCBS's March 14, 2025 closing price of $27.78 per share, the implied purchase price was $22.71 per First IC share, with an aggregate transaction value of approximately $206 million. The investor presentation disclosed pricing multiples of 146% of First IC's tangible book value, 8.3x First IC's last-twelve-months earnings per share, and 8.9x First IC's estimated 2025 earnings per share, with an estimated internal rate of return of approximately 24%. At the time of signing, First IC had approximately $1.2 billion in total assets, $975.6 million in deposits, $984.1 million in net loans, tangible equity of $140.7 million, and a 2024 return on average assets of 2.10%. First IC stock options were to be cashed out. At closing (December 1, 2025), the final merger consideration delivered to First IC shareholders was 0.3729 MCBS shares plus $12.19 in cash per First IC share, resulting in an aggregate issuance of 3,384,381 MCBS shares and approximately $110.6 million in cash; MCBS had approximately 28,818,282 shares outstanding following the merger. The share issuance was registered on a Form S-4 (File No. 333-287567) initially filed May 23, 2025 and declared effective June 6, 2025. The pro forma combined company was projected to have approximately $4.8 billion in total assets, $3.7 billion in deposits, $4.1 billion in net loans, and 30 branches across markets including Georgia, New York, New Jersey, Texas, Alabama, Florida, Virginia, Washington, and California, with the First IC combination also extending MetroCity's footprint to the West Coast. At signing, the presentation estimated pro forma ownership of approximately 88.4% MCBS and 11.6% legacy First IC shareholders. MetroCity disclosed anticipated pre-tax cost savings equal to 37% of First IC's non-interest expense base, phased in at 10% in 2025, 80% in 2026, and 100% thereafter. The deal was expected to generate approximately 26% EPS accretion to MetroCity shareholders in the first full year including fully phased-in cost savings (the illustrative 2026E accretion reconciliation in the investor presentation calculated $0.73 per share, or 26.4%, bringing pro forma EPS to $3.48 versus a $2.75 MCBS standalone estimate). Pre-tax, non-restructuring transaction costs were estimated at $14.9 million net of tax. Fair value marks included a gross credit mark of $12.7 million (1.2% of First IC's gross loans), with 70%, or $9.6 million, allocated to non-PCD loans and accreted over four years on a straight-line basis; a loan interest rate mark of $10.2 million (1.0% of anticipated gross loans), amortized over four years; elimination of $3.3 million of First IC's accumulated other comprehensive income; and a core deposit intangible of $18.3 million amortized over ten years using the sum-of-the-years'-digits method. A CECL reserve of $8.9 million was established for non-PCD loans. On a tangible book value basis measured as of September 30, 2025, MCBS's pro forma tangible book value per share was estimated at $15.89, versus $17.92 on a standalone basis, implying dilution of $2.03 per share, or 11.3%, with an estimated earnback period of approximately 2.4 years. The reconciliation attributed the dilution to $80.3 million of goodwill and core deposit intangibles created, $4.9 million of after-tax restructuring costs, and a $6.5 million CECL non-PCD reserve, partly offset by $94.0 million of common stock issued as consideration. Goodwill of $62.0 million was created against an aggregate merger consideration of $206.0 million relative to First IC's adjusted tangible book value of $144.4 million at close. FIEB was permitted a pre-tax transaction expense allowance of up to $12,500,000; if actual costs exceeded that allowance, the aggregate cash consideration would be reduced dollar-for-dollar, while savings versus the allowance could instead be paid out to First IC shareholders as a pre-closing dividend. The agreement included a "collar" mechanism: if MCBS's average stock price fell below 80% of its pre-signing average and MCBS stock underperformed the KBW Regional Banking Index by more than 20%, First IC could terminate unless MCBS elected to increase the merger consideration (up to a value of $76,331,936 for the stock portion). The agreement provided for a termination fee of $8,239,563 payable by First IC under specified circumstances, including a change in the First IC board's recommendation or a superior competing proposal. Closing conditions included approval by First IC shareholders, regulatory approvals from the Federal Reserve, FDIC, and Georgia Department of Banking and Finance without a materially burdensome condition, effectiveness of the Form S-4, Nasdaq listing of the shares to be issued, and receipt of tax opinions that the merger would qualify as a reorganization under Section 368(a) of the Internal Revenue Code. On the financial advisory side, Stephens Inc. acted as financial advisor to First IC and rendered a fairness opinion to its board of directors, while Hillworth Bank Partners acted as financial advisor to MetroCity and rendered a fairness opinion to its board of directors. On the legal side, Alston & Bird LLP served as legal counsel to First IC, and Hunton Andrews Kurth LLP served as legal counsel to MetroCity. MetroCity and First IC previously announced receipt of all required regulatory approvals and non-objections along with First IC shareholder approval ahead of the merger's completion on December 1, 2025; First IC Bank merged into Metro City Bank immediately following the holding company merger. Financial statements of the acquired business and pro forma financial information required under Item 9.01 were filed by amendment on an 8-K/A dated February 12, 2026.

MetroCity Bankshares, Inc. (NASDAQ: MCBS), the holding company for Metro City Bank, completed its acquisition of First IC Corporation (OTCEM: FIEB), the holding company for First IC Bank, after the close of business on December 1, 2025. The companies had signed a definitive Agreement and Plan of Reorganization on March 16, 2025, announced publicly on March 17, 2025, under which FIEB merged with and into MCBS, with MCBS as the surviving entity, followed immediately by the merger of First IC Bank into Metro City Bank. Both companies are based in Doraville, Georgia. Chong Chun, Chairman of First IC, said the companies "have been competitors and admirers of the MetroCity franchise for many years and combining our two organizations will create a stronger banking institution for our customers, employees and communities." Nack Paek, MetroCity's Chairman and CEO, said "We too have long competed with and admired the First IC franchise" and that "the combined bank will have the capacity to service our customers better, offer enhanced opportunities for our employees and continue offering excellent returns to our shareholders." At announcement, the transaction was valued at approximately $206 million in aggregate, consisting of 3,384,588 shares of MetroCity common stock and $111,965,213 in cash, or approximately 46% stock and 54% cash. Based on MetroCity's closing stock price of $27.78 on March 14, 2025, the implied purchase price was $22.71 per First IC share, equal to 0.3732 MCBS shares plus a cash component per FIEB share. At closing on December 1, 2025, each FIEB share was converted into 0.3729 MCBS shares plus $12.19 in cash (with cash paid in lieu of fractional shares), and FIEB shareholders received an aggregate of 3,384,381 MCBS shares and approximately $110.6 million in cash; MCBS had approximately 28,818,282 shares outstanding following issuance. At signing, MetroCity estimated pro forma ownership of approximately 88.4% MCBS and 11.6% former FIEB shareholders. First IC stock options were cashed out based on the excess of the per-share cash-equivalent consideration over the exercise price. MetroCity's March 2025 investor presentation disclosed pricing metrics based on its March 14, 2025 closing price: the deal priced at 146% of First IC's tangible book value, 8.3 times First IC's last-twelve-months earnings per share, and 8.9 times First IC's estimated 2025 earnings per share. First IC had approximately $1.2 billion in total assets, $975.6 million in deposits, $984.1 million in net loans and leases, $140.7 million in tangible equity, 0.31% nonperforming assets to total assets, and a 2.10% return on average assets as of December 31, 2024. The pro forma combined company was projected to have approximately $4.8 billion in total assets, $3.7 billion in deposits and $4.1 billion in net loans; upon closing, MetroCity reported approximately $4.8 billion in total assets, $4.0 billion in total loans and $3.6 billion in total deposits, with 30 full-service branches and two loan production offices across Alabama, California, Florida, Georgia, New Jersey, New York, Texas and Virginia. MetroCity disclosed anticipated pre-tax cost savings equal to 37% of First IC's non-interest expense base, phased in at 10% in 2025, 80% in 2026, and 100% thereafter. The company estimated transaction costs of $14.9 million net of tax, a gross credit mark of $12.7 million (1.2% of FIEB's gross loans, with 70%, or $9.6 million, allocated to non-PCD loans and accreted over four years), a CECL reserve for non-PCD loans of $8.9 million, a loan interest rate mark of $10.2 million (1.0% of anticipated gross loans, amortized over four years), elimination of $3.3 million of FIEB's accumulated other comprehensive income, and a core deposit intangible of $18.3 million amortized over 10 years using the sum-of-the-years-digits method. The reorganization agreement separately capped First IC's reimbursable transaction expense allowance at $12.5 million pre-tax, with any shortfall or overage adjusting the cash consideration or permitting a special dividend to FIEB shareholders. MetroCity projected the merger would deliver approximately 26% EPS accretion in the first full year (2026) on a fully phased-in cost-savings basis, with a tangible book value earnback period of approximately 2.4 years and an internal rate of return of approximately 24%. In an illustrative reconciliation using a 9/30/2025 close assumption, MetroCity modeled 2026 estimated pro forma net income of $101.3 million versus $70.8 million MCBS standalone, implying pro forma EPS of $3.48 versus $2.75 standalone, or $0.73 (26.4%) of accretion per share. The same presentation modeled estimated tangible book value dilution of $2.03 per share, or 11.3%, at close, with pro forma tangible book value per share of $15.89 versus $17.92 for MCBS standalone, reflecting $80.3 million of goodwill and core deposit intangibles created against $206.0 million of aggregate merger consideration. On the acquirer side, MetroCity Bankshares engaged Hillworth Bank Partners to serve as its financial advisor and render a fairness opinion to its board of directors, with Hunton Andrews Kurth LLP serving as MetroCity's legal counsel. On the target side, First IC retained Stephens Inc. as its financial advisor to render a fairness opinion to First IC's board, with Alston & Bird LLP serving as First IC's legal counsel. The transaction was structured as a stock-for-stock reorganization intended to qualify under Section 368(a) of the Internal Revenue Code, and MetroCity registered the stock consideration on a Form S-4 (File No. 333-287567) initially filed May 23, 2025, amended June 4, 2025, and declared effective June 6, 2025; MetroCity also filed a final prospectus on Form 424B3 on June 6, 2025. Closing conditions included approval by First IC's shareholders (obtained July 15, 2025), receipt of required regulatory approvals from the Federal Reserve, the FDIC, and the Georgia Department of Banking and Finance without a "Materially Burdensome Regulatory Condition" (received by July 15, 2025, as announced in a joint press release), effectiveness of the S-4, and Nasdaq listing of the shares to be issued. The reorganization agreement provided for a termination fee of $8,239,563 payable by First IC under specified circumstances, and included a stock-price-based collar protection: if MetroCity's average stock price fell below 80% of its pre-signing average and MCBS underperformed the KBW Regional Bank Index by more than 20%, First IC could seek to terminate unless MetroCity elected to increase the merger consideration up to a value of $76,331,936 for the stock component. The agreement would also have permitted termination if the merger was not consummated within one year of signing, subject to extension. The transaction closed on December 1, 2025, roughly on the timeline management originally guided to (fourth quarter 2025). Financial statements of the business acquired and pro forma financial information were to be filed by amendment to the closing Form 8-K within 71 days, consistent with Item 9.01 requirements; MetroCity filed such an amendment (Form 8-K/A) on February 12, 2026, including a pro forma financial statements exhibit.

MetroCity Bankshares, Inc. (NASDAQ: MCBS), the holding company for Metro City Bank, agreed to acquire First IC Corporation (OTCEM: FIEB), the holding company for First IC Bank, in a cash-and-stock transaction announced March 17, 2025 via Form 8-K. Both companies are based in Doraville, Georgia. Under the Agreement and Plan of Reorganization dated March 16, 2025, First IC shareholders were to receive 3,384,588 shares of MetroCity common stock and $111,965,213 in cash in the aggregate, subject to adjustment, representing approximately 46% stock and 54% cash. Based on MetroCity's March 14, 2025 closing price of $27.78 per share, the implied purchase price was $22.71 per First IC share, with an aggregate transaction value of approximately $206 million. Holders of First IC stock options were to be cashed out. Chong Chun, Chairman of First IC Corporation, said, "First IC Corporation and its wholly owned subsidiary, First IC Bank, are thrilled to announce the merger with MetroCity. We have been competitors and admirers of the MetroCity franchise for many years and combining our two organizations will create a stronger banking institution for our customers, employees and communities." Nack Paek, MetroCity's Chairman and CEO, stated, "We too have long competed with and admired the First IC franchise and are excited about combining our two organizations. The combined bank will have the capacity to service our customers better, offer enhanced opportunities for our employees and continue offering excellent returns to our shareholders." The investor presentation filed alongside the announcement described the deal as creating "a $4.8 billion asset franchise while strengthening current markets and expanding to the West Coast." At announcement, First IC had approximately $1.2 billion in total assets, $975 million in total deposits, $993 million in total loans, tangible equity of $140.7 million, non-performing assets of 0.31% of assets, net income of $24.7 million, and ROAA of 2.10% for fiscal 2024. The pro forma combined company was expected to have approximately $4.8 billion in assets, $3.7 billion in deposits, and $4.1 billion in loans across 30 branches (20 MetroCity, 10 First IC) plus two First IC loan production offices. At signing, the implied exchange ratio was 0.3732 MCBS shares per FIEB share, and pro forma ownership was estimated at 88.4% MetroCity / 11.6% First IC. Per the investor presentation's pricing metrics, the deal was valued at 146% of First IC's tangible book value, 8.3x First IC's last-twelve-months earnings per share, and 8.9x First IC's 2025 estimated earnings per share, with a pay-to-trade ratio and an estimated internal rate of return also disclosed in the presentation. MetroCity disclosed anticipated pre-tax cost savings equal to 37% of First IC's non-interest expense base, phased in at 10% in 2025, 80% in 2026, and 100% thereafter. The company estimated approximately $14.9 million in transaction costs, net of tax. Purchase accounting assumptions included a gross credit mark of $12.7 million (1.2% of First IC's gross loans), with 70% allocated to non-PCD loans ($9.6 million) accreted over four years on a straight-line basis, a non-PCD CECL reserve of $8.9 million, a loan interest rate mark of $10.2 million (1.0% of anticipated gross loans at close) amortized over four years, elimination of $3.3 million of First IC's accumulated other comprehensive income, and a core deposit intangible of $18.3 million amortized over ten years using the sum-of-the-years digits method. The transaction was expected to deliver approximately 26% EPS accretion to MetroCity shareholders in the first full year including fully phased-in cost savings (illustrated at 26.4%, or $0.73 per share, versus a $2.75 standalone 2026 estimated EPS), with an estimated tangible book value dilution at close of approximately 11% (shown in the presentation's reconciliation as $2.03 per share, or 11.3%) and a tangible book value earnback period of approximately 2.4 years. On the acquirer side, MetroCity retained Hillworth Bank Partners as financial advisor, which rendered a fairness opinion to MetroCity's board, and was represented by Hunton Andrews Kurth LLP as legal counsel. On the target side, First IC retained Stephens Inc. as financial advisor, which rendered a fairness opinion to First IC's board, and was represented by Alston & Bird LLP as legal counsel. In connection with signing, First IC directors and executive officers holding approximately 25% of First IC's outstanding shares entered into a voting agreement to support the transaction. The merger agreement provided for a termination fee of $8,239,563 payable by First IC under certain circumstances, and included a customary "collar" protection: if MetroCity's average closing stock price over a specified ten-trading-day measurement period fell below 80% of its pre-signing average and MetroCity's stock underperformed the KBW Regional Bank Index by more than 20%, First IC had the right to terminate unless MetroCity elected to increase the merger consideration (up to a cap tied to $76,331,936 of incremental value). First IC was permitted a transaction expense allowance of up to $12.5 million pre-tax, with the aggregate cash consideration adjusted dollar-for-dollar if actual transaction costs varied from that allowance. Closing was conditioned on, among other things, First IC shareholder approval, required regulatory approvals from the Federal Reserve, FDIC, and Georgia Department of Banking and Finance, effectiveness of a Form S-4 registration statement, and Nasdaq listing of the shares to be issued; MetroCity filed the Form S-4 (File No. 333-287567) on May 23, 2025, which the SEC declared effective June 6, 2025. The transaction closed after the close of business on December 1, 2025, as confirmed in a Form 8-K filed December 2, 2025. At closing, each First IC share was converted into the right to receive 0.3729 shares of MetroCity common stock and $12.19 in cash (plus cash in lieu of fractional shares), with First IC shareholders receiving an aggregate of approximately 3,384,381 MetroCity shares and approximately $110.6 million in cash. MetroCity had approximately 28,818,282 shares outstanding following the merger. Immediately after the holding-company merger, First IC Bank merged into Metro City Bank, with Metro City Bank as the surviving bank. Following completion, MetroCity reported approximately $4.8 billion in total assets, $4.0 billion in total loans, and $3.6 billion in total deposits, operating 30 full-service branches and two loan production offices across Alabama, California, Florida, Georgia, New Jersey, New York, Texas, and Virginia. The same financial and legal advisors on both sides were reconfirmed in the closing press release.

This is a bank holding company acquisition in the fig sector in which MetroCity Bankshares, Inc. (ticker MCBS) is acquiring First IC Corporation. The product group is M&A. The disclosed value is not stated in the source document(s). The facts are sourced from an 8-K filed with the SEC via EDGAR, published on December 2, 2025. The deal's current status is pending regulatory review. Financial advisory roles are clearly delineated by side, with both advisors serving in a lead capacity and both rendering fairness opinions. Stephens Inc. served as lead financial advisor to First IC and rendered a fairness opinion to its board of directors, per the statement "Stephens Inc. acted as financial advisor to First IC and rendered a fairness opinion to its board of directors." On the acquirer side, Hillworth Bank Partners served as lead financial advisor to MetroCity and also rendered a fairness opinion to its board of directors, consistent with the language "Hillworth Bank Partners acted as financial advisor to MetroCity and rendered a fairness opinion to its board of directors." Legal advisors are disclosed for both sides: Alston & Bird LLP served as legal counsel to First IC, the target, while Hunton Andrews Kurth LLP served as legal counsel to MetroCity, the acquirer. Beyond the classification of this transaction as a bank holding company acquisition, no further detail on consideration structure, exchange ratio, or other specific terms is included in the facts provided. Several items are not disclosed in this record: the transaction value is not stated, the consideration structure (cash, stock, or a mix) is not specified, and no expected closing date is given beyond the pending-regulatory status.

First Financial Corporation /IN/, the Terre Haute, Indiana-based holding company for First Financial Bank, N.A. and trading under ticker THFF, has agreed to acquire First Illinois Corporation, Decatur, Illinois, the holding company for Hickory Point Bank and Trust, in a stock-and-cash transaction valued at approximately $111.3 million. The merger agreement was signed August 26, 2026 and announced August 27, 2026 via a Form 8-K that included a joint press release, an investor presentation, internal colleague communications, and a shareholder letter. Under the agreement, First Illinois will merge with and into First Financial, with First Financial as the surviving corporation, and immediately thereafter Hickory Point Bank and Trust will merge into First Financial Bank, N.A. First Illinois stockholders may elect to receive either 0.5727 shares of First Financial common stock or $44.35 in cash for each First Illinois share, subject to proration so that 70% of First Illinois shares are exchanged for stock and 30% for cash. Based on First Financial's August 26, 2026 closing price of $79.07, the implied per-share purchase price is $45.00 and the aggregate transaction value is approximately $111.3 million. The merger consideration is subject to downward adjustment, dollar for dollar, if First Illinois' adjusted consolidated shareholders' equity at closing falls below $82,437,826, subject to specified exclusions for transaction expenses, benefit-plan costs and AOCI changes on available-for-sale securities. Outstanding First Illinois stock options will be cashed out based on the $44.35 cash consideration net of exercise price, and unvested restricted stock awards will vest in full and receive the merger consideration. The investor presentation values the deal at 135% of First Illinois' tangible book value, 13.0x last-twelve-months earnings, 7.4x 2028 estimated earnings inclusive of fully phased-in cost savings, and a 5.3% premium to First Illinois' core deposits; it also discloses a "pay-to-trade" ratio (the deal's TBV multiple divided by THFF's standalone TBV multiple) of 80%. Pro forma ownership is expected to be approximately 92% First Financial and 8% former First Illinois shareholders. First Financial disclosed expected cost savings equal to 34% of First Illinois' noninterest expense base, with 75% phased in during 2027 and 100% realized thereafter. The company estimates pre-tax merger and transaction expenses of $10.8 million, fully reflected in the pro forma tangible book value estimate at closing. Purchase accounting marks disclosed include a loan credit mark of 1.39% of gross loans ($6.1 million), an interest-rate mark on loans of 2.32% of gross loans ($10.1 million) amortized over 3.0 years on a straight-line basis, a $2.4 million mark on Hickory Point's held-to-maturity securities amortized over 2.1 years, and a core deposit intangible of 3.00% amortized over 10 years using the sum-of-the-years-digits method, in addition to other fair value marks on fixed assets, AOCI, time deposits and FHLB borrowings. First Financial projects EPS accretion of approximately 6% in 2027 and approximately 7% in 2028 (fully phased in), tangible book value dilution of 3.2% at closing with an earnback period of 2.3 years, and pro forma capital ratios at closing of 9.1% tangible common equity to tangible assets, 12.9% CET1, 13.8% total risk-based capital and 10.4% Tier 1 leverage. The investor presentation also cites an estimated internal rate of return of over 20%. On a combined basis using June 30, 2026 financial data, the pro forma company is expected to have approximately $6.9 billion in total assets, $4.9 billion in total loans (gross), $5.5 billion in total deposits, and $625 million of tangible common equity at closing, operating 95 branches across Georgia, Illinois, Indiana, Kentucky and Tennessee (87 from First Financial and 8 from Hickory Point). Hickory Point Bank, founded in 1979 and previously owned by Archer-Daniels-Midland Company from 1986 to 2011 before being purchased by local business leaders and bank executives who formed First Illinois, operates 8 branches in the Decatur, Champaign-Urbana and Springfield, Illinois markets. As of June 30, 2026, Hickory Point reported approximately $717 million in total assets, $438 million in gross loans, $624-627 million in deposits, $82.4 million in tangible common equity, $8.5 million in LTM net income, 1.18% LTM ROAA, a 70% loan-to-deposit ratio, and 1.27% cost of deposits; at the bank level it reported an 11.0% leverage ratio and 17.3% total risk-based capital ratio. First Financial President and CEO Norman D. Lowery said the company is "pleased to expand our footprint in Illinois through the addition of Hickory Point Bank, an exceptional community banking franchise with strong customer relationships across central Illinois," adding that "Hickory Point Bank brings an attractive core deposit franchise and strong balance sheet liquidity that will enhance our funding profile and support continued growth." Anthony G. Nestler, President of First Illinois and President and CEO of Hickory Point Bank, said the companies are "pleased to be joining an organization that shares Hickory Point Bank's commitment to relationship-focused community banking" and that the deal "will provide our customers and employees with access to additional resources and capabilities while delivering meaningful value to our stockholders." The investor presentation frames the deal around three themes: it is "financially attractive" (approximately 7% fully phased-in EPS accretion, 2.3-year TBV earnback, and over 20% IRR), it represents an "enhanced franchise" (complementing First Financial's existing Illinois footprint with entry into Decatur and Springfield, adding experienced local management and lending teams, and improving an already low-cost deposit base), and it is "low risk" (citing shared values and credit cultures, a comprehensive due diligence process, and First Financial's track record of successfully integrating past acquisitions, including HopFed Bancorp in 2019, Hancock Bancorp in 2021, Simply Bank in 2024 and CedarStone Financial in March 2026). On the acquirer side, Raymond James & Associates, Inc. served as financial advisor to First Financial and rendered a fairness opinion to its board of directors; Amundsen Davis, LLC served as First Financial's legal counsel. On the target side, Piper Sandler & Co. served as financial advisor to First Illinois and rendered a fairness opinion to its board, while Barack Ferrazzano Kirschbaum & Nagelberg LLP served as First Illinois' legal counsel. The merger agreement separately identifies Levenfeld Pearlstein, LLC as special tax counsel to First Financial, expected to deliver a closing opinion that the merger qualifies as a tax-free reorganization under Section 368(a) of the Internal Revenue Code. The transaction has been unanimously approved by both companies' boards of directors, and First Illinois directors have signed voting agreements committing to vote their shares in favor of the merger. The deal is expected to close in the fourth quarter of 2026, subject to First Illinois stockholder approval, the effectiveness of a Form S-4 registration statement (which First Financial has not yet filed with the SEC as of this writing), Nasdaq listing approval for the shares to be issued, and receipt of required bank regulatory approvals without the imposition of a condition deemed "unduly burdensome" by First Financial. The merger agreement sets an "Outside Date" of March 31, 2027 (automatically extended to May 31, 2027 if the SEC has not declared the Form S-4 effective by then, and otherwise extendable by up to 60 additional days in 30-day increments if regulatory approvals remain pending). The agreement provides for a termination fee of $4,400,000 payable by First Illinois to First Financial if the agreement is terminated under specified circumstances, including a change in the First Illinois board's recommendation or termination by First Illinois to accept a superior proposal. No closing 8-K, vote-result 8-K, or definitive merger proxy/S-4 has been filed as of this update; the specific terms of the proxy statement/prospectus, any other bidders considered by First Illinois, and final closing conditions satisfaction have not yet been disclosed in public filings.

First Financial Corporation, the Terre Haute, Indiana-based holding company for First Financial Bank, N.A. and a NASDAQ-listed company under ticker THFF, has agreed to acquire First Illinois Corporation, the Decatur, Illinois-based holding company for Hickory Point Bank and Trust, in a stock-and-cash merger valued at approximately $111.3 million. The deal was announced on August 27, 2026, through a joint press release and investor presentation filed as exhibits to a Form 8-K (corrected via Form 8-K/A solely to mark the Rule 425 checkbox) dated August 26, 2026, the date the parties signed the Agreement and Plan of Merger. Under the agreement, First Illinois will merge with and into First Financial, with First Financial as the surviving corporation, and immediately thereafter Hickory Point Bank and Trust will merge with and into First Financial Bank, N.A. Under the terms of the merger agreement, each share of First Illinois common stock will be converted into the right to elect either 0.5727 shares of First Financial common stock or $44.35 in cash, with the overall consideration mix fixed at 70% stock and 30% cash. Based on First Financial's closing stock price of $79.07 on August 26, 2026, the implied per-share purchase price is $45.00, and the deal values First Illinois at approximately 135% of tangible book value and 13.0 times last-twelve-months earnings, or 7.4 times 2028 estimated earnings including fully phased-in cost savings. The investor presentation also discloses a 5.3% premium to First Illinois' core deposits and a pay-to-trade ratio (the transaction TBV multiple divided by First Financial's standalone TBV multiple) of 80%. The merger consideration is subject to downward adjustment, dollar-for-dollar, if First Illinois' adjusted consolidated shareholders' equity at closing falls below $82,437,826, subject to certain exclusions for transaction expenses and other specified items. Outstanding First Illinois stock options will be cashed out based on the $44.35 per-share value less the exercise price, unvested restricted stock will vest and convert into merger consideration, and outstanding stock appreciation rights will be cashed out per their award terms. At closing, First Financial shareholders are expected to own approximately 92% of the combined company and former First Illinois shareholders approximately 8%, based on 2,424,590 First Illinois shares outstanding (inclusive of restricted stock) and 166,840 options with a weighted average strike price of $31.02. The combined company is expected to have approximately $6.9 billion in total assets, $4.9 billion in gross loans, and $5.5 billion in total deposits, operating 95 branches across Illinois, Indiana, Kentucky, Tennessee and Georgia. Hickory Point Bank, founded in 1979 and previously owned by Archer-Daniels-Midland from 1986 to 2011, operates 8 branches in Decatur, Champaign-Urbana and Springfield, Illinois, and reported approximately $717 million in total assets, $438 million in gross loans, $624 million in deposits, $82.4 million in tangible common equity, and $8.5 million in LTM net income (1.18% LTM ROAA) as of June 30, 2026, with a 1.27% cost of deposits and 70% loan-to-deposit ratio. First Financial disclosed anticipated cost savings equal to 34% of First Illinois' noninterest expense base, with 75% phased in during 2027 and 100% realized thereafter. The company estimated pre-tax transaction/merger expenses of $10.8 million, fully reflected in the pro forma tangible book value estimate at closing. Purchase accounting marks disclosed include a loan credit mark of 1.39% of gross loans ($6.1 million), an interest rate mark on loans of 2.32% of gross loans ($10.1 million) amortized over 3.0 years on a straight-line basis, a $2.4 million mark on First Illinois' held-to-maturity securities amortized over 2.1 years straight-line, and a core deposit intangible of 3.00% amortized over 10 years using the sum-of-years-digits method, along with additional marks on fixed assets, AOCI, time deposits and FHLB borrowings. On financial impact, First Financial expects the deal to be approximately 6% accretive to earnings per share in 2027 and approximately 7% accretive in 2028 (fully phased in), with tangible book value dilution of 3.2% at closing and an earnback period of 2.3 years. Pro forma capital ratios at closing are estimated at 9.1% tangible common equity to tangible assets, 12.9% common equity tier 1, 13.8% total risk-based capital, and 10.4% tier 1 leverage. The presentation also cites an estimated internal rate of return above 20% and a projected 2028 pro forma ROAA of 1.52%. First Financial characterized the deal as financially attractive, noting a short-duration balance sheet that limits purchase accounting impact, and separately cited a track record of prior bank acquisitions (HopFed Bancorp in 2019, Hancock Bancorp in 2021, Simply Bank in 2024, and CedarStone Financial in March 2026). Norman D. Lowery, First Financial's President and CEO, said: "We are pleased to expand our footprint in Illinois through the addition of Hickory Point Bank, an exceptional community banking franchise with strong customer relationships across central Illinois. Hickory Point Bank brings an attractive core deposit franchise and strong balance sheet liquidity that will enhance our funding profile and support continued growth." Anthony G. Nestler, President of First Illinois and President and CEO of Hickory Point Bank, added: "We are pleased to be joining an organization that shares Hickory Point Bank's commitment to relationship-focused community banking. This combination will provide our customers and employees with access to additional resources and capabilities while delivering meaningful value to our stockholders." Raymond James & Associates, Inc. served as financial advisor to First Financial and rendered a fairness opinion to its board of directors; Piper Sandler & Co. served as financial advisor to First Illinois and rendered a fairness opinion to its board. Amundsen Davis, LLC served as legal counsel to First Financial, and Barack Ferrazzano Kirschbaum & Nagelberg LLP served as legal counsel to First Illinois. The merger agreement was unanimously approved by both companies' boards of directors, and each director of First Illinois has signed a voting agreement to vote his or her shares in favor of the deal. Completion is subject to customary closing conditions, including approval by First Illinois shareholders and receipt of required regulatory approvals; First Financial expects the transaction to close in the fourth quarter of 2026. The agreement includes customary non-solicitation provisions limiting First Illinois from pursuing alternative acquisition proposals, and provides for a termination fee of $4.4 million payable by First Illinois under certain circumstances. First Financial has indicated it will file a Form S-4 registration statement that will include a proxy statement for First Illinois shareholders and a prospectus for First Financial shares; as of the most recent filings reviewed, that S-4 had not yet been filed with the SEC, so details such as a shareholder vote date, full merger agreement text beyond the 8-K summary, and background-of-the-merger negotiation history are not yet available. The specific regulatory approvals required (for example from the Federal Reserve, OCC, or state banking regulators) and their status are not detailed in the filings reviewed.

Colony Bankcorp, Inc. (NYSE: CBAN), the holding company for Colony Bank, and First Reliance Bancshares, Inc. (OTCQX: FSRL), the holding company for First Reliance Bank, jointly announced on June 24, 2026 the signing of a definitive merger agreement under which Colony will acquire 100% of First Reliance's stock in a combined stock-and-cash transaction valued at approximately $163 million. The combination is designed to expand Colony's footprint across Alabama, Florida, Georgia and South Carolina, with the combined organization expected to hold approximately $5 billion in total assets, $4.0 billion in total deposits, and $3.2 billion in loans. This record is sourced from the companies' joint press release (Exhibit 99.1) filed with Colony's 8-K on June 24, 2026. The release states that the boards of directors of both Colony and First Reliance have unanimously approved the transaction. Keefe, Bruyette & Woods, A Stifel Company, served as financial advisor to Colony on the acquirer side. Hovde Group, LLC served as financial advisor to First Reliance on the target side. The release does not specify whether either bank's advisor delivered a formal fairness opinion or indicate a lead-versus-co-advisor distinction. Alston & Bird, LLP served as legal counsel to Colony. Ward and Smith, P.A. served as legal advisor to First Reliance. Under the terms of the agreement, each First Reliance shareholder may elect to receive either $19.75 in cash or 0.94 of a share of Colony common stock per share of First Reliance common stock, subject to proration such that approximately 20% of First Reliance stock converts to cash and the remaining 80% converts to Colony stock. The transaction is expected to be immediately accretive to Colony's earnings per share, excluding one-time merger-related expenses, and is expected to close in the fourth quarter of 2026, subject to regulatory approval, shareholder approval, and other customary closing conditions. Several leadership and governance changes were also announced, including First Reliance's CEO Rick Saunders joining Colony as Executive Vice Chairman and a board member. Not disclosed in this filing: whether either financial advisor rendered a fairness opinion, specific advisory or legal fees, a termination fee, and the precise pro forma earnings accretion percentage for Colony.

This transaction is a cash and/or stock acquisition in which PNC Financial Services Group, Inc., trading under the ticker PNC, is acquiring FirstBank Holding Company. The deal is classified within the financial institutions group sector, and the disclosed value of the transaction is not stated in the source document. The transaction is sourced from an SEC EDGAR Form S-4 filing published on October 7, 2025. Based on the facts provided, the deal's status is pending regulatory approval. On the financial advisory side, Goldman Sachs & Co. LLC served as financial advisor to FirstBank, the target, and is identified as the lead advisor in this transaction. The source material is drawn from a consent letter referencing Goldman Sachs's opinion letter, cited under the heading "Summary, Opinion of Goldman Sachs & Co. LLC," confirming that Goldman Sachs rendered a fairness opinion in connection with the transaction. No financial advisor to PNC, the acquirer, is identified in the facts provided. No legal advisor is identified for either party in the facts provided for this transaction. Beyond confirming that the transaction is structured to allow cash and/or stock consideration, no further detail on the actual mix elected, the exchange ratio, or any collar mechanism is included in the facts available. Several elements of this deal remain undisclosed. The deal value is explicitly noted as not stated in the source document, and no legal advisor to either FirstBank or PNC is identified. No financial advisor to PNC is named, and no detail is given on the actual cash/stock election mechanics or an expected closing date.

OceanFirst Financial Corp. (NASDAQ: OCFC), a financial institutions sector company, has completed its acquisition of Flushing Financial Corporation (NASDAQ: FFIC), the holding company for Flushing Bank, in an all-stock merger. The Agreement and Plan of Merger was signed December 29, 2025, and the transaction was announced the same day alongside a concurrent $225 million strategic investment from affiliates of funds managed by Warburg Pincus LLC. The merger closed on June 1, 2026, with Flushing merging into OceanFirst in a two-step merger structure, followed the next day by the merger of Flushing Bank into OceanFirst Bank, National Association. Under the merger agreement, each share of Flushing common stock was converted into the right to receive a fixed 0.85 of a share of OceanFirst common stock, plus cash in lieu of fractional shares. At announcement, based on OceanFirst's December 26, 2025 closing price of $19.76, the transaction was valued at approximately $16.80 per Flushing share, or approximately $579 million in aggregate deal value, equivalent to roughly 10.6 times Flushing's estimated 2026 earnings, 9.6 times estimated 2027 earnings (5.0 times on a fully synergized 2027 basis), and 0.80 times Flushing's tangible book value per share, with a pay-to-trade ratio of 79% referenced in the companies' investor materials. OceanFirst issued approximately 29.30 million shares of its common stock to former Flushing stockholders (including converted restricted stock unit awards) to fund the merger consideration. Concurrent with the merger closing, OceanFirst completed a $225 million investment from affiliates of Warburg Pincus LLC, consisting of approximately 9.5 million shares of OceanFirst common stock at $19.76 per share, approximately 1,812 shares of a newly created non-voting, common-equivalent stock (NVCE Stock) economically equivalent to roughly 1.8 million common shares, and a seven-year warrant to purchase approximately 11.4 million shares of NVCE Stock at an exercise price of $19,760 per NVCE share (equivalent to $19.76 per underlying common share). The warrant cannot be voluntarily exercised before the third anniversary of closing except if OceanFirst's stock closes at or above $30 per share, and is subject to mandatory exercise if the stock sustains that level for a specified period. Immediately after closing, OceanFirst had approximately 96.7 million shares outstanding, with pro forma ownership of roughly 58% OceanFirst legacy holders, 30% former Flushing holders, and 12% Warburg Pincus, per the companies' deal-announcement investor materials. As part of the merger, OceanFirst also assumed approximately $251.9 million in aggregate principal amount of Flushing's outstanding subordinated and junior subordinated debt securities, comprising $125 million of 3.125% fixed-to-floating rate subordinated notes due 2031, $65 million of 6.000% fixed-to-floating rate subordinated notes due 2032, and three tranches of junior subordinated debentures totaling approximately $61.9 million due 2037. At announcement, OceanFirst disclosed expected cost savings equal to 35.0% of Flushing's non-interest expense base, with 50% of those savings phased in during 2026 and the full amount realized thereafter, alongside pre-tax one-time merger and restructuring expenses of approximately $106 million (described as 1.7 times fully phased-in 2026 cost synergies, or about 18% of deal value). The companies' pro forma earnings-per-share reconciliation modeled approximately $46.4 million of after-tax cost savings and $18.5 million of after-tax accretion from fair value marks, producing a pro forma 2027 estimated EPS of $2.48 versus OceanFirst's standalone estimated 2027 EPS of $2.15, equivalent to $0.34, or 16%, EPS accretion to OceanFirst. The companies modeled tangible book value dilution to OceanFirst of approximately 6% including interest rate marks (or approximately 3% excluding rate marks), with an estimated earnback period of 3.1 years, assuming a 10.0 times exit multiple and a 10.0% CET1 target. The deal materials also disclosed a gross credit mark of 2.6% of Flushing's gross loans (approximately $174 million, about 4.1 times Flushing's then-current reserves), including an 8% credit mark on Flushing's $1.4 billion rent-regulated multifamily portfolio, and a core deposit intangible of 1.15% amortized over seven years. Announcing the strategic rationale, the companies described the deal as creating "a scaled, high performing franchise" that pairs OceanFirst's commercial products and treasury management capabilities with Flushing's 95-plus year deposit franchise concentrated in Long Island and the New York City boroughs, where Flushing held the number 2 community-bank deposit market share position. At closing, CEO Christopher Maher said the combination "pairs Flushing's deeply rooted, 95-year community franchise with OceanFirst's relationship-driven business model, expanded capabilities, and broader product set, and immediately scales our presence in the deposit-rich markets of Long Island and the New York City boroughs," adding that adding Warburg Pincus as a capital partner positions the combined company "to deliver enhanced value to our clients, accelerate profitable growth, and create meaningful long-term value for our shareholders." Materials at announcement also emphasized a goal of reducing commercial real estate concentration over time and improving profitability metrics (NIM, ROAA, and ROATCE) on a pro forma basis. Following the closing, the combined company operates 71 retail branches across New Jersey, New York, Long Island, and markets from Massachusetts through Virginia, under the OceanFirst brand, with approximately $23 billion in pro forma total assets as referenced in deal materials. John R. Buran, former President and CEO of Flushing, joined the OceanFirst board as non-executive Chairman for a two-year term, after which Christopher Maher is slated to resume the Chairman role. Five other former Flushing directors (Alfred DelliBovi, Steven D'Iorio, Louis C. Grassi, Sam S. Han, and Caren C. Yoh) joined the OceanFirst board, along with Warburg Pincus designee Todd Schell, bringing the OceanFirst board to 17 members. In connection with the merger, OceanFirst also committed a $5 million contribution to the OceanFirst Foundation supporting community organizations across the combined company's markets. Both companies' stockholders approved the merger at special meetings. At Flushing's special stockholder meeting held April 6, 2026, the merger proposal was approved with 24,102,136 shares voted in favor versus 628,640 against (with 40,182 abstentions), out of 24,770,958 shares represented at the meeting (33,883,626 shares outstanding as of the February 20, 2026 record date). OceanFirst's stockholders approved the related share issuance at a special meeting held April 2, 2026. The merger agreement specified a Termination Fee of $21,431,924 payable by Flushing under specified circumstances (including a change in the Flushing board's recommendation or acceptance of a superior proposal) and a Reverse Termination Fee of $46,339,296 payable by OceanFirst under specified circumstances. OceanFirst's registration statement on Form S-4 (File No. 333-293282) covering the share issuance was filed February 6, 2026, amended February 23, 2026, and declared effective February 25, 2026. On the financial advisory side, Keefe, Bruyette & Woods, Inc., A Stifel Company, served as financial advisor to OceanFirst, and Piper Sandler & Co. served as financial advisor to Flushing. J.P. Morgan acted as capital markets advisor and sole placement agent to OceanFirst in connection with the Warburg Pincus investment. Jefferies LLC served as financial advisor to Warburg Pincus. On the legal side, Simpson Thacher & Bartlett LLP served as legal counsel to OceanFirst, Hughes Hubbard & Reed LLP served as legal counsel to Flushing, and Wachtell, Lipton, Rosen & Katz served as legal counsel to Warburg Pincus.

Fold, Inc., a bitcoin financial services company, agreed to become a publicly traded company through a business combination with FTAC Emerald Acquisition Corp. (Nasdaq: EMLD), a special purpose acquisition company sponsored by Cohen Circle. The parties entered into an Agreement and Plan of Merger dated July 24, 2024, filed as Exhibit 2.1 to a Form 8-K filed July 25, 2024. The transaction closed on February 14, 2025, after FTAC Emerald's stockholders approved it at a special meeting held February 13, 2025, at which point the combined company was renamed Fold Holdings, Inc. and began trading on Nasdaq under the symbols "FLD" (common stock) and "FLDDW" (warrants) on or about February 19, 2025. At signing, the transaction implied a pre-money equity valuation for Fold of $365 million. FTAC Emerald's investor presentation, filed as Exhibit 99.1 to the July 24, 2024 Form 8-K, presented an illustrative transaction summary showing a pro forma enterprise value of $381.3 million (implied market capitalization of $493.8 million less $112.5 million of net cash/bitcoin), based on an assumed $10.72 per share price. These figures were explicitly labeled illustrative and subject to change based on actual redemption levels; no restated final valuation was disclosed in the closing 8-K. No EV/EBITDA, P/E, or price-to-tangible-book multiple was disclosed in any filing reviewed. The deal was structured as an all-stock exchange. Under the Agreement and Plan of Merger, each share of Legacy Fold common stock was converted into the right to receive a number of shares of new Fold Holdings common stock equal to a defined exchange ratio; the closing 8-K states this exchange ratio equated to approximately 82.5% of a share of new common stock for each Legacy Fold share (including shares deemed issued on conversion of preferred stock and SAFEs). The merger agreement also contained a bitcoin-price-linked adjustment: if the 60-day volume-weighted average price of bitcoin as of the day before closing was at or above $90,000, the pre-money equity value was to be increased using a formula tied to Fold's bitcoin holdings, as described in the investor presentation footnotes. At signing, the illustrative sources-and-uses schedule showed total sources of $410 million: $365 million of Fold rollover equity, $20 million of cash in trust (assuming 60% redemptions from approximately $50 million held in trust), and $25 million from a PIPE investment, assumed to be raised at the $10.72 estimated share price. Uses included $365 million of equity issued to Fold shareholders, $32.5 million of cash to the balance sheet, and $12.5 million of estimated transaction expenses. At signing, legacy Fold stockholders were expected to own approximately 71.2% of the combined company on a pro forma basis. Actual closing-date mechanics differed from the signing-stage illustration. The closing 8-K discloses that holders of 3,304,183 shares of Emerald Class A common stock (all shares eligible for redemption from the IPO) properly exercised redemption rights, receiving a pro rata portion of the trust account calculated at approximately $11.07 per share, or $36,576,096 in the aggregate. Approximately $14,052,210 was paid from the trust account to cover transaction expenses incurred by Legacy Fold and Emerald, leaving a remaining trust balance of approximately $799,176 released to Fold for general corporate purposes. Following the closing, there were 46,138,876 shares of common stock issued and outstanding. Separately, pursuant to a December 2024 Securities Purchase Agreement, a note held by an existing investor was converted into a new Fold Initial Investor Note convertible into 1,739,130 shares of common stock, and Fold issued the investor warrants exercisable for 869,565 shares at $12.50 per share, 500,000 shares at $0.001 per share, and 869,565 shares at $11.50 per share, in exchange for existing Legacy Fold warrants. Existing Fold stockholders agreed to a six-month lock-up on their shares, subject to early release if the combined company's stock price exceeds $12.00 per share for 20 trading days within any 30 consecutive trading day period ending at least 90 days after closing. Strategic rationale was articulated by both companies' leadership at signing. Will Reeves, CEO of Fold, said the transaction "represents a significant step in Fold's mission to expand access to premium bitcoin financial services and empower individuals to achieve their dreams," adding that "Fold aims to make bitcoin available to everyone -- through accessible, engaging, and useful bitcoin products that are tailored to meet the needs of spenders, earners, and savers." Bracebridge (Brace) Young, Jr., President and CEO of FTAC Emerald, said, "We are excited to partner with Will and his team to bring Fold to the public markets. Fold has aligned its success with the success of its customers, democratizing wealth building with innovative bitcoin financial services while gaining a larger and larger wallet share as the preferred bitcoin savings tool." At closing, Reeves stated the company believes "being a public company better positions us to advance our vision of building a gateway to bitcoin-based financial services and expanding access to wealth creation for Fold's customers." Fold, founded in 2019, was described in the July 2024 press release as having processed over $2 billion in aggregate transaction volume and distributed over $45 million in lifetime bitcoin rewards to customers since inception, with partnerships including Visa, BitGo, and Marqeta, and more than 1,000 bitcoin held in its corporate treasury both before and after the transaction. Upon completion, Fold's management team led by Reeves continued to operate the combined company. The post-closing board added Brace Young (previously CEO of Mariner Investment Group and a Managing Director at Goldman Sachs), Andrew Hohns (an FTAC Emerald director and CEO of Newmarket Capital and its subsidiary Battery Finance, which focus on bitcoin-driven credit and specialty finance), and Jonathan Kirkwood (co-founder and Managing Partner of Ten31, a bitcoin venture capital and private equity platform), joining Reeves on the board. Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, acted as exclusive financial advisor, capital markets advisor, and placement agent to Fold. Latham & Watkins LLP acted as legal advisor to Fold. Stevens & Lee PC acted as legal advisor to FTAC Emerald. No termination fee provision was identified in the Agreement and Plan of Merger; SPAC merger agreements of this type typically do not include a cash termination fee comparable to those found in corporate stock/cash mergers. The transaction was announced as unanimously approved by both companies' boards of directors. No Schedule 14A merger proxy (DEFM14A) was identified in Fold/Emerald's EDGAR filing history; the combined company instead registered the new shares via a Form S-4 registration statement (and amendments filed October 2024 through January 2025) that served as the proxy statement/prospectus for the stockholder vote, rather than a traditional merger proxy.

This is a SPAC business combination in the fig sector in which Fold Holdings, Inc. (ticker FLD) is the target combining with FTAC Emerald Acquisition Corp. The product group is sponsors-coverage, consistent with the SPAC structure. The disclosed value is not stated in the source document(s). The facts are sourced from an 8-K filed with the SEC via EDGAR, published on February 14, 2025. The deal's current status is pending regulatory review. Only one financial advisor is identified in the facts block: Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, which served as the lead financial advisor to Fold in multiple capacities, namely financial advisor, capital markets advisor, and placement agent. The source sentence states: "Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, is acting as exclusive financial advisor, capital markets advisor, and placement agent to Fold." No financial advisor to FTAC Emerald Acquisition Corp is identified in the facts provided. Legal advisors are disclosed for both sides: Latham & Watkins LLP is acting as legal advisor to Fold, the target, while Stevens & Lee PC is acting as legal advisor to FTAC Emerald, the SPAC acquirer. Beyond the classification of this transaction as a SPAC business combination, no further detail on the valuation, PIPE financing, or other specific terms is included in the facts provided. Several items are not disclosed in this record: the transaction value is not stated, no financial advisor to FTAC Emerald is identified, and no expected closing date is given beyond the pending-regulatory status.

Hawthorn Bancshares, Inc. (NASDAQ: HWBK), the Jefferson City, Missouri-based holding company for Hawthorn Bank, agreed to acquire FSC Bancshares, Inc. ("FBI"), the holding company for Farmers State Bank of Cameron, Missouri, in a cash-and-stock transaction. The deal was announced on April 29, 2026, when the companies signed an Agreement and Plan of Reorganization, and the merger closed on September 3, 2026. Hawthorn disclosed the transaction's aggregate value as approximately $28.3 million, based on its April 28, 2026 closing stock price of $34.57 per share. Under the terms of the agreement, each share of FBI common stock was converted into the right to receive a pro rata share of $14.0 million in cash and 413,101 shares of HBI common stock in the aggregate, together worth approximately $147.69 per FBI share as calculated by FBI's financial advisor at signing. FBI's financial advisor, Olsen Palmer LLC, calculated implied transaction multiples of 1.35 times FBI's tangible book value as of March 31, 2026, 9.0 times FBI's last-twelve-months net income, and 2.2% of FBI's core deposits as of March 31, 2026. The cash portion was subject to downward adjustment if FBI's closing tangible common equity, as defined in the agreement, fell below $19.0 million. The letter of intent signed August 25, 2025 had originally contemplated a consideration mix of between 45% and 55% cash and the remainder in HBI stock. Hawthorn stated in its April 29, 2026 announcement that the transaction was expected to be accretive to its earnings per share by approximately 20% on a fully phased-in basis, with tangible book value dilution at closing of approximately 9.8%, earned back in approximately 3.0 years using the crossover method. On a combined basis, using financial data as of March 31, 2026, the companies expected total assets of approximately $2.2 billion, total loans of approximately $1.7 billion, and total deposits of approximately $1.9 billion. The acquisition added approximately $384 million in total assets and nine branch locations across Farmers State Bank's northern Missouri footprint. No specific dollar amount or percentage figure for cost synergies was disclosed; HBI's board cited "the expectation of cost synergies resulting from the merger" among its reasons for approving the deal without quantifying the figure, according to the joint proxy statement/prospectus on Form S-4. "We are pleased to partner with Farmers State Bank as we continue to execute on our strategy of disciplined growth," said Brent Giles, Chief Executive Officer of Hawthorn, in the April 29, 2026 announcement. "Farmers has developed strong customer relationships and a respected community presence that align closely with Hawthorn's values. This proposed transaction expands our footprint in Northwest Missouri and positions us to deliver an expanded range of products and services while maintaining the personalized service that customers expect from a community bank." Michael Poland, President of FSC, added that the deal "represents a compelling opportunity for our customers, employees, and communities" and would allow FSC to "offer broader capabilities, enhanced technology, and additional financial solutions while preserving the local decision-making and service culture our customers value." According to the background-of-the-merger section of the Form S-4 registration statement, FBI's board began exploring a sale or merger in early 2025 and engaged Northland Capital Markets (then The Capital Corp., n/k/a Northland Securities) as exclusive financial advisor in June 2025. Northland contacted twelve potential merger partners, seven of which, including HBI, signed confidentiality agreements. On July 11, 2025, Northland received two written indications of interest, one from HBI and one from an unnamed competing bidder referred to as "Bank A." FBI's board determined HBI's combined cash-and-stock offer was superior to Bank A's all-cash offer because it represented greater total value and gave FBI shareholders a public-market liquidity option through HBI stock. The parties signed a non-binding letter of intent on August 25, 2025, and the definitive merger agreement on April 29, 2026. The merger agreement provided for a termination fee of $1,120,000 payable by FBI under certain circumstances, and for termination by either party if the merger did not close by January 31, 2027, subject to extension. Closing was conditioned on, among other things, approval by FBI shareholders, Nasdaq listing of the HBI shares to be issued, receipt of required regulatory approvals, and effectiveness of HBI's Form S-4 registration statement. FBI held its special shareholder meeting on September 1, 2026 at Farmers State Bank's Cameron, Missouri offices to vote on the merger. The transaction was structured as a two-step merger (FBI into a Hawthorn merger subsidiary, then into HBI) followed by a merger of Farmers State Bank into Hawthorn Bank, and was intended to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code. Raymond James & Associates, Inc. served as financial advisor to Hawthorn Bancshares, and Hunton Andrews Kurth LLP served as its legal counsel. Northland Capital Markets served as financial advisor to FSC Bancshares, and Stinson LLP served as its legal counsel. Olsen Palmer LLC rendered the fairness opinion to FSC's board. Hawthorn announced completion of the merger on September 4, 2026, confirming the mergers became effective September 3, 2026, and that Farmers State Bank's customer conversion onto Hawthorn's platform was expected during the first quarter of 2027. Following the closing, Hawthorn Bank operates twenty-seven banking locations across northern, central, western and mid-Missouri, plus one location in Kansas, with the combined company's total assets at approximately $2.2 billion.

Hawthorn Bancshares, Inc. (NASDAQ: HWBK), the Missouri-based holding company of Hawthorn Bank, announced on September 4, 2026 the completion of its merger with FSC Bancshares, Inc., the holding company of Farmers State Bank in Cameron, Missouri. FSC merged with and into Hawthorn, with Hawthorn continuing as the surviving corporation, and Farmers State Bank merged with and into Hawthorn Bank, with Hawthorn Bank continuing as the surviving bank. The mergers became effective on September 3, 2026, bringing the combined company's total assets to approximately $2.2 billion. This record is sourced from Hawthorn's own 8-K press release (Exhibit 99.1), furnished to the SEC on September 4, 2026, which announces the closing of a transaction rather than its original signing; the release does not restate the original deal value or consideration terms from when the merger agreement was first announced, so those figures are not available from this document. Raymond James & Associates, Inc. served as financial advisor to Hawthorn Bancshares on the acquirer side. Northland Capital Markets served as financial advisor to FSC Bancshares on the target side, and Olsen Palmer LLC separately rendered a fairness opinion to FSC in connection with the transaction. Hunton Andrews Kurth LLP served as legal counsel to Hawthorn Bancshares. Stinson LLP served as legal counsel to FSC Bancshares. Beyond confirming that the merger has closed, the press release does not restate deal economics; it notes only that Hawthorn Bank will begin integrating Farmers State Bank into its platform, with customer conversion anticipated in the first quarter of 2027, and that the combined bank will operate twenty-seven banking locations across northern, central, western, and mid-Missouri, plus one location in Kansas. Not disclosed in this filing: the aggregate transaction value or per-share consideration, the cash/stock mix, the original announcement date and terms of the merger agreement, and any termination fee or financing details.

Hawthorn Bancshares, Inc. (NASDAQ: HWBK), the Jefferson City, Missouri-based holding company for Hawthorn Bank, agreed on April 29, 2026 to acquire FSC Bancshares, Inc., the holding company for Farmers State Bank of Cameron, Missouri, in a cash-and-stock transaction valued at approximately $28.3 million based on Hawthorn's closing stock price of $34.57 on April 28, 2026. The transaction was structured as a two-step reorganization in which Hawthorn's merger subsidiary merged into FSC, FSC then merged into Hawthorn with Hawthorn surviving, and Farmers State Bank was merged into Hawthorn Bank. The deal was disclosed in a Form 8-K (Items 1.01 and 7.01) that attached the Agreement and Plan of Reorganization as Exhibit 2.1 and a joint press release as Exhibit 99.1, and later detailed in a Form S-4 registration statement, S-4/A amendment, and 424B3 proxy statement/prospectus used to solicit the FSC shareholder vote. Under the terms of the agreement, FSC shareholders were entitled to receive $14.0 million in cash in the aggregate plus 413,101 shares of Hawthorn common stock, with the cash consideration subject to reduction if FSC did not deliver at least $19.0 million of GAAP total shareholders' common equity, net of intangibles and certain merger costs, at closing. Hawthorn's financial advisor, Olsen Palmer LLC (FSC's fairness opinion provider), calculated implied transaction metrics of 1.35x FSC's tangible book value, 9.0x FSC's last-twelve-months net income, and a 2.2% core deposit premium, all as of March 31, 2026. In a comparable-transactions analysis of seven bank deals announced between January 2023 and April 2026 involving similarly sized Mid-Atlantic, Midwest, and Southeast targets, Olsen Palmer found a median deal value/tangible common equity of 1.27x and a median deal value/LTM earnings of 9.0x, placing the FSC deal roughly in line with recent precedent transactions on an earnings basis and slightly above median on a tangible book value basis. Hawthorn disclosed in its announcement press release that the transaction is expected to be accretive to earnings per share by approximately 20% on a fully phased-in basis, with tangible book value dilution at closing of approximately 9.8% and an earnback period of approximately 3.0 years using the crossover method. Neither the press release nor the proxy statement/prospectus disclosed a specific dollar figure or percentage-of-expense-base target for cost savings or synergies; both documents reference the existence of expected "cost synergies" and "expense efficiencies" only in qualitative terms. On a pro forma basis, former FSC shareholders were expected to own approximately 5.6% of the combined company, with Hawthorn's pre-existing shareholders owning the remaining approximately 94.4%. According to the background-of-the-merger disclosure in the S-4/A, FSC's board began exploring a sale or merger in early 2025 and engaged Northland (then The Capital Corp., now Northland Securities/Northland Capital Markets) in June 2025 as exclusive financial advisor. Northland contacted twelve potential partners, seven of which signed confidentiality agreements, and FSC received two written indications of interest in July 2025, including one from Hawthorn and one from an unnamed "Bank A." FSC's board favored Hawthorn's offer because it exceeded Bank A's all-cash bid in total value and offered FSC shareholders continued participation in community banking through publicly traded stock. The parties signed a non-binding letter of intent on August 25, 2025 valuing the deal at approximately $28 million (based on $19 million of FSC tangible common equity) with a consideration mix of 45%-55% cash and 45%-55% stock, before executing the definitive merger agreement on April 29, 2026. Olsen Palmer rendered its fairness opinion to the FSC board on April 27, 2026. Combining the two companies was expected, based on financial data as of March 31, 2026, to create a company with approximately $2.2 billion in total assets, $1.7 billion in total loans, and $1.9 billion in total deposits, with the FSC acquisition adding approximately $384 million in total assets and nine branch locations in northern Missouri. Hawthorn's CEO Brent Giles said the deal reflected the company's "strategy of disciplined growth" and that "Farmers has developed strong customer relationships and a respected community presence that align closely with Hawthorn's values." FSC President Michael Poland said the transaction "represents a compelling opportunity for our customers, employees, and communities" and would allow FSC to "offer broader capabilities, enhanced technology, and additional financial solutions while preserving the local decision-making and service culture." Raymond James & Associates, Inc. served as financial advisor to Hawthorn, with Hunton Andrews Kurth LLP as its legal counsel. Northland Capital Markets served as financial advisor to FSC, with Stinson LLP as its legal counsel, and Olsen Palmer LLC rendered the fairness opinion to FSC's board. The merger agreement provided for a termination fee of $1,120,000 payable by FSC under certain circumstances, and an outside termination date of January 31, 2027 (subject to extension). Completion was conditioned on FSC shareholder approval, Nasdaq listing of the shares to be issued, receipt of required regulatory approvals, and effectiveness of Hawthorn's Form S-4 registration statement, which was declared effective by the SEC on July 21, 2026. The merger closed on September 3, 2026, as confirmed in a Form 8-K (Item 2.01) and accompanying press release. FSC's shareholders approved the deal at a special meeting held September 1, 2026. At closing, each share of FSC common stock was converted into the right to receive $73.7099 in cash and 2.1823 shares of Hawthorn common stock, for total aggregate consideration of 413,101 Hawthorn shares and $13,953,000 in cash (plus cash in lieu of fractional shares). Following the closing, the combined company reported total assets of approximately $2.2 billion, and Hawthorn Bank began operating twenty-seven banking locations across northern, central, western, and mid-Missouri plus one location in Kansas. Hawthorn stated that customer account conversion for former Farmers State Bank customers is anticipated to occur in the first quarter of 2027.

This transaction is a cash-and-stock acquisition in which BlackRock, Inc. (ticker BLK), a fig (financial institutions group) sector company, is acquiring Global Infrastructure Partners (GIP). The deal falls under the M&A product group, and the disclosed value is not stated in the source document. The facts in this briefing are sourced from an SEC EDGAR Form 8-K filed and published on January 12, 2024. The transaction's current status is pending regulatory review. On the financial advisory side, Perella Weinberg Partners served as lead financial advisor to BlackRock, the acquirer. Evercore served as lead financial advisor to GIP, the target. Legal counsel was split by side, with each side retaining two firms. For BlackRock, Skadden, Arps, Slate, Meagher & Flom and Fried, Frank, Harris, Shriver & Jacobson LLP both acted as legal counsel. For GIP, Kirkland & Ellis LLP and Debevoise & Plimpton LLP both acted as legal counsel. The facts block confirms this is a cash-and-stock acquisition, but does not specify the precise mix or ratio of cash to stock consideration, the exchange ratio for any stock component, or any other structural terms of the transaction. Several material facts are not disclosed. The transaction's dollar value is explicitly stated as not disclosed in the source document. No expected closing date is given, and the specific cash and stock consideration split is not disclosed beyond the general subtype characterization.

GoHealth, Inc., a financial services company, is pursuing a Chapter 11 emergence restructuring transaction. This is a restructuring product within the financial services sector. The transaction involves the company's financial reorganization and emergence from bankruptcy protection. No transaction value has been disclosed in the source documentation. This information is sourced from an SEC EDGAR filing published on July 21, 2026. The form type is not specified in the available source documents. The deal is currently in pending regulatory status, indicating that it has not yet closed or received final approval. The financial advisory team is split between the company and the creditor constituency. On the company side, Alvarez & Marsal North America, LLC serves as restructuring advisor in a lead capacity. For the lenders, FTI Consulting, Inc. serves as lead financial advisor, while RPA Advisors, LLC serves as financial advisor to a subset of the lenders. Akin Gump Strauss Hauer & Feld LLP, operating as lead counsel to the lenders, also functions in a legal capacity for the broader lending group. Legal representation is similarly divided. Kirkland & Ellis LLP serves as lead legal counsel to GoHealth in connection with the company's financial restructuring. On the creditor side, Akin Gump Strauss Hauer & Feld LLP operates as lead legal counsel to the lenders, while Cahill Gordon & Reindel LLP provides legal counsel to a subset of the lenders. The specific deal structure, including consideration mix, emergence terms, and any reorganization plan details, has not been disclosed in the available source documents. The expected closing date or emergence effective date is not stated. The transaction value remains undisclosed. No information is available regarding the company's debt structure, the treatment of different creditor classes, or the post-emergence equity or ownership structure. The precise role and status of each advisor subset serving specific creditor groups versus the broader lender constituency is not fully detailed beyond the mention of subset representation.

Isabella Bank Corp, a financial institution trading under the ticker ISBA, is acquiring Grand River (target name inferred from advisor context) in a bank merger transaction within the financial services sector. The deal is valued at $54.6 million in disclosed consideration. This is a merger and acquisition transaction, representing a consolidation in the regional banking space. The transaction details are sourced from an SEC EDGAR filing published on June 12, 2026, though the specific form type has not been identified. The deal currently holds a pending regulatory status, indicating that it has been announced and is awaiting necessary approvals before closing. On the financial advisory side, Isabella Bank Corp retained Piper Sandler & Co. as its lead financial advisor. Piper Sandler rendered a fairness opinion to the board of directors of Isabella, confirming the financial fairness of the proposed transaction terms. On the target side, Grand River engaged Brean Capital, LLC as its lead financial advisor. Brean Capital similarly provided a fairness opinion to Grand River's board of directors in connection with the proposed merger. Legal representation for the transaction is divided between two firms. Luse Gorman, PC serves as legal counsel to Isabella Bank Corp in the proposed transaction. Hunton Andrews Kurth LLP represents Grand River as its legal advisor. The transaction structure specifies a disclosed consideration value of $54.6 million, though no further detail has been provided regarding the mix or form of consideration (whether cash, stock, or a combination thereof). No information is available regarding the specific mechanics of the merger, such as whether this will be structured as a statutory merger, asset purchase, or stock purchase, nor are there any details about the relative equity or debt components of any transaction financing. The following material details remain undisclosed or unknown: the specific closing timeline or expected completion date, the detailed composition of consideration (stock versus cash, or other forms), any earnout or contingent payment provisions, and the precise regulatory approvals required or their current status. The form type of the SEC filing from which this information was sourced has not been specified, which may affect the completeness of disclosure available in the source document itself.

This transaction is an asset manager acquisition in which BlackRock, Inc. (ticker BLK), a fig (financial institutions group) sector company, is acquiring HPS Investment Partners. The deal falls under the M&A product group, and the disclosed value is not stated in the source document. This summary is sourced from an SEC EDGAR Form 8-K filed and published on July 1, 2025. The transaction's current status is pending regulatory review. Financial advisory roles on both sides involved multiple firms. For BlackRock, the acquirer, Perella Weinberg Partners LP served as lead financial advisor, while Morgan Stanley & Co. LLC also served as financial advisor in a supporting capacity. For HPS, the target, J.P. Morgan Securities LLC served as lead financial advisor, with Goldman Sachs & Co. LLC, BofA Securities, Inc., Deutsche Bank Securities Inc., BNP Paribas, and RBC Capital Markets acting as co-financial advisors in a non-lead capacity. Legal counsel also broke out by side. For BlackRock, Skadden, Arps, Slate, Meagher & Flom LLP and Clifford Chance LLP acted as legal counsel. For HPS, Fried, Frank, Harris, Shriver & Jacobson LLP served as legal counsel. Beyond identifying this as an acquisition of an asset manager, HPS Investment Partners, by another asset manager, BlackRock, the facts block does not provide detail on the consideration structure, whether cash, stock, or a combination was used, or any integration or governance terms associated with the transaction. Several material facts remain undisclosed. The transaction's dollar value is explicitly stated as not disclosed in the source document. No expected closing date is given. No detail on the consideration mix or structure is provided, and no information is given on what regulatory approvals remain pending.

HSBC Holdings plc, the London-based multinational banking and financial services group trading under the ticker HSBC, priced an $8 billion four-tranche offering of senior unsecured notes under its existing shelf registration statement (Registration No. 333-277306). The prospectus supplement is dated March 5, 2026, the notes were issued on March 10, 2026, and the final (non-preliminary) prospectus supplement was filed with the SEC on March 9, 2026 under Rule 424(b)(5). The offering consists of four series. The first is $2,000,000,000 of 4.398% Fixed Rate/Floating Rate Senior Unsecured Notes due March 10, 2030, paying a fixed 4.398% coupon semi-annually until March 10, 2029 and then a floating rate equal to compounded daily SOFR plus 0.990% quarterly through maturity. The second is $2,000,000,000 of 4.675% Fixed Rate/Floating Rate Senior Unsecured Notes due March 10, 2032, fixed at 4.675% semi-annually until March 10, 2031, then floating at SOFR plus 1.210% quarterly. The third is $2,750,000,000 of 5.279% Fixed Rate/Floating Rate Senior Unsecured Notes due March 10, 2037, fixed at 5.279% semi-annually until March 10, 2036, then floating at SOFR plus 1.550% quarterly. The fourth is $1,250,000,000 of Floating Rate Senior Unsecured Notes due March 10, 2032, paying compounded daily SOFR plus 1.210% quarterly from issuance. All four tranches were sold at a public offering price of 100.000% of principal (par), with underwriting discounts of 0.250% on the 2030 notes, 0.300% on the 2032 fixed/floating notes, 0.400% on the 2037 notes, and 0.300% on the 2032 floating notes, yielding proceeds to HSBC before expenses of approximately $1.995 billion, $1.994 billion, $2.739 billion and $1.24625 billion, respectively, for combined proceeds before expenses of roughly $7.97 billion. HSBC disclosed that it expects to use the net proceeds from the sale of the notes for general corporate purposes. No more specific use of proceeds, such as refinancing a named facility, redeeming a particular prior instrument, or funding a specific business line, was disclosed in the prospectus supplement. The fixed/floating rate notes (2030, 2032 and 2037 tranches) are redeemable at HSBC's sole discretion during a defined make-whole redemption period at the greater of par or a make-whole price plus accrued interest, and thereafter at par on a specified par redemption date, plus accrued and unpaid interest. The notes may also be redeemed upon certain tax or regulatory events. The notes were issued under HSBC's base indenture dated August 26, 2009, as amended and supplemented by a thirty-eighth supplemental indenture entered into on March 10, 2026. No financial maintenance covenants specific to this offering were disclosed; as senior unsecured notes issued off an investment-grade shelf, the prospectus supplement does not describe high-yield-style covenants. The document does not disclose any specific credit ratings assigned to the notes by Moody's, S&P, Fitch or any other agency. HSBC Securities (USA) Inc. (HSI), an HSBC affiliate, acted as sole book-running manager for all four tranches and also served as stabilization manager. Because HSI is an HSBC affiliate, the offering was conducted in compliance with FINRA Rule 5121, which governs conflicts of interest in affiliate-distributed securities offerings. A large syndicate of senior co-managers and co-managers also participated in each tranche, including BNP Paribas Securities Corp., Citigroup Global Markets Inc., Morgan Stanley & Co. LLC, UBS Securities LLC, Wells Fargo Securities, LLC, and more than a dozen additional banks and broker-dealers named in the underwriting tables, each committing to purchase a specified principal amount of notes. Cleary Gottlieb Steen & Hamilton LLP, acting as HSBC's U.S. counsel and English solicitors, passed on certain legal matters for HSBC in connection with the notes. Allen Overy Shearman Sterling LLP represented the underwriters. PricewaterhouseCoopers LLP is named as HSBC's independent registered public accounting firm whose audit report on HSBC's financial statements and internal controls, incorporated by reference from the 2025 Form 20-F, is referenced in the prospectus. The prospectus supplement also discloses HSBC Holdings' consolidated capitalization and indebtedness as of December 31, 2025: total shareholders' equity of $198,225 million, total equity of $205,666 million, and total indebtedness of $253,798 million (comprising $99,675 million of debt securities in issue, $40 million of trading-liability debt securities in issue, $116,502 million of debt securities in issue designated at fair value, and $37,581 million of subordinated liabilities), for total capitalization and indebtedness of $459,464 million as of that date. Separately, the filing notes that on February 11, 2026, HSBC Holdings issued a notice of redemption for its outstanding $1,000,000,000 4.000% Perpetual Subordinated Contingent Convertible Securities, expected to be redeemed on March 9, 2026, one day before this notes offering's March 10, 2026 settlement date; the prospectus supplement does not explicitly characterize this notes offering as a refinancing of that redemption. The notes carry a March 10, 2026 issue date per the final prospectus supplement, but no independent closing confirmation document (such as a closing 6-K) was identified in this review, so the deal's status is left as announced pending such confirmation.

Intercontinental Exchange, Inc. (ICE), a financial services sector company trading under ticker ICE, priced and completed a four-tranche senior notes offering totaling $3,750,000,000 in aggregate principal amount. The notes were sold pursuant to a prospectus supplement dated August 11, 2026 (filed with the SEC on August 11 and again, in final form, on August 13, 2026) under ICE's automatic shelf registration statement on Form S-3 (File No. 333-277603), and the offering closed on August 20, 2026, as confirmed in a Form 8-K filed that same week disclosing that ICE had completed the public offering and issuance of the notes. The offering consisted of four fixed-rate tranches: $1,250,000,000 of 4.700% senior notes due August 20, 2029; $1,100,000,000 of 4.900% senior notes due September 1, 2031; $650,000,000 of 5.150% senior notes due September 1, 2033; and $750,000,000 of 5.400% senior notes due September 1, 2036. There is no floating-rate tranche in the final structure. Interest on the 2029 notes is payable semi-annually on each February 20 and August 20, beginning February 20, 2027; interest on the 2031, 2033 and 2036 notes is payable semi-annually on each March 1 and September 1, beginning March 1, 2027. Public offering prices were 99.735% of par for the 2029 notes, 99.488% for the 2031 notes, 99.370% for the 2033 notes and 99.128% for the 2036 notes, with underwriting discounts of 0.350%, 0.600%, 0.625% and 0.650% of principal, respectively, for each tranche. The net proceeds of approximately $3.71 billion, together with anticipated borrowings under a new senior unsecured term loan facility, issuance of commercial paper, borrowings under ICE's revolving credit facility, cash on hand and/or borrowings under a bridge facility, are intended to finance the purchase price of ICE's pending acquisition of MarketAxess Holdings Inc., announced July 29, 2026, under which ICE will pay $167.00 per share in cash for aggregate consideration of approximately $6.0 billion. The 2033 and 2036 notes are designated 'SMR notes' and are subject to special mandatory redemption at 101% of principal plus accrued interest if the MarketAxess acquisition is not consummated by an outside date of July 29, 2027 (subject to up to two six-month extensions to January 29, 2028 and July 29, 2028 if regulatory approvals remain outstanding) or if the merger agreement is terminated beforehand. The 2029 and 2031 notes (the 'non-SMR notes') carry no such special mandatory redemption right; if the MarketAxess acquisition is not completed, ICE intends to use the non-SMR notes' net proceeds of approximately $2.33 billion for general corporate purposes, including paying down commercial paper or repurchasing/redeeming outstanding senior notes. Each tranche is also optionally redeemable by ICE in whole or in part at any time prior to its par call date at a make-whole price equal to the greater of the present value of remaining scheduled payments (discounted at the Treasury Rate plus 10 basis points for the 2029 and 2031 notes, or plus 15 basis points for the 2033 and 2036 notes) or 100% of principal, plus accrued interest; on or after the applicable par call date (one month before maturity for the 2029 and 2031 notes, two months before maturity for the 2033 notes, and three months before maturity for the 2036 notes), redemption is at par plus accrued interest. The notes are general unsecured, unsubordinated obligations of ICE, rank equally with its other unsecured debt, and are not listed on any exchange. The governing indenture (dated August 13, 2018, as supplemented by an Eighth Supplemental Indenture dated August 20, 2026, with Computershare Trust Company, National Association, as successor trustee) contains covenants limiting ICE's and certain subsidiaries' ability to create liens, enter sale-and-leaseback transactions, and consolidate, merge or transfer substantially all assets. The prospectus supplement states ICE expects the notes to be rated by one or more nationally recognized statistical rating organizations but does not disclose specific ratings or rating agencies in the filing. The joint book-running managers were BofA Securities, Wells Fargo Securities, Goldman Sachs & Co. LLC, Mizuho, MUFG (lead for the 2036 notes), Citigroup (lead for the 2029 notes), Fifth Third Securities (lead for the 2033 notes) and PNC Capital Markets LLC (lead for the 2031 notes). Senior co-managers were BBVA, BMO Capital Markets and Huntington Capital Markets. Co-managers were M&T Securities, KeyBanc Capital Markets and Societe Generale. The underwriting agreement, dated August 11, 2026, named BofA Securities, Inc., Wells Fargo Securities, LLC, MUFG Securities Americas Inc., Citigroup Global Markets Inc., Fifth Third Securities, Inc. and PNC Capital Markets LLC as representatives of the underwriters. Sullivan & Cromwell LLP acted as counsel to ICE on the validity of the notes, and Davis Polk & Wardwell LLP acted as counsel to the underwriters, both New York, New York, per the prospectus supplement's 'Validity of Securities' section. The offering itself has closed, with notes issued and net proceeds received on August 20, 2026. The MarketAxess acquisition that the proceeds are intended to fund remains pending, subject to MarketAxess stockholder approval, expiration of the HSR Act waiting period, and other customary regulatory approvals.

This deal involves Kestrel Group Ltd (ticker KG), a financial-institutions-group (fig) sector company, as the target, and Maiden Holdings, Ltd. (ticker MHNC) as the acquirer, in a cash-and-stock combination structured as a holding company merger. The transaction falls under the M&A product group, and its disclosed value is $167,500,000. The facts are sourced from two SEC EDGAR filings: a DEFM14A published March 26, 2025, and an 8-K published December 30, 2024. The deal's status is pending regulatory, indicating it had not yet closed as of those filings. This deal has a relatively extensive advisory roster. On the target side, Evercore Group L.L.C. is named as financial advisor to Kestrel in an earlier-stage source sentence describing discussions between Maiden management, representatives of IAP, and representatives of Kestrel, AmTrust, and Evercore regarding a potential business combination; a later source sentence confirms Evercore (the same firm, referenced without "Group L.L.C." in that instance) acting as exclusive financial advisor to Kestrel, designated lead, with Skadden, Arps, Slate, Meagher & Flom LLP acting as Kestrel's legal counsel. On the acquirer side, IAP is named as financial advisor to Maiden, with the source sentence noting Maiden selected IAP because it is a recognized financial advisory firm with substantial experience in similar transactions; a related entry names Insurance Advisory Partners LLC (likely the same firm as "IAP") as exclusive financial advisor to Maiden, designated lead, with Paul, Weiss, Rifkind, Wharton & Garrison LLP acting as Maiden's legal counsel. Multiple legal advisors are disclosed. Skadden, Arps, Slate, Meagher & Flom LLP served as U.S. counsel to Kestrel (the target), as confirmed in two separate source sentences. Paul, Weiss, Rifkind, Wharton & Garrison LLP served as U.S. counsel to Maiden (the acquirer), also confirmed in two separate source sentences. Additionally, Appleby (Bermuda) Limited acted as independent legal counsel to the disinterested members of Maiden's Board of Directors, a distinct governance-focused mandate on the acquirer side. Beyond identifying the transaction as a cash-and-stock holding company merger valued at $167,500,000, the facts block does not specify the precise cash/stock split in the consideration or the exchange ratio for the stock component. Several facts are not disclosed in this record. The precise cash/stock consideration split is not specified. No expected closing date is given, and the facts block does not clarify whether "IAP" and "Insurance Advisory Partners LLC," both named as Maiden's financial advisor, refer to the same entity under two different name renderings.

This record concerns M&T Bank Corp (ticker MTB), a financial-institutions-group (fig) sector company, as the issuer in a depositary shares/preferred stock offering. The transaction falls under the equity capital markets (ecm) product group, and its disclosed value is $450,000,000. The facts are sourced from a Form 424B5 filing with the SEC via EDGAR, published October 30, 2025. The deal's status is pending regulatory, indicating the offering had not yet fully concluded as of that filing. Six financial advisors are disclosed, all acting as joint bookrunners for the issuer and all designated lead. Wells Fargo Securities, BofA Securities, UBS Investment Bank, M&T Securities, RBC Capital Markets, and Morgan Stanley are all named as joint bookrunners, per the source sentence listing them together: "Joint Bookrunners RBC Capital Markets BofA Securities Morgan Stanley M&T Securities UBS Investment Bank Wells Fargo Securities." Notably, M&T Securities, an affiliate of the issuer itself, is among the joint bookrunners. No legal advisors are identified in the facts block for this transaction. Beyond identifying this as a depositary shares/preferred stock offering valued at $450,000,000, the facts block does not specify the dividend rate on the preferred stock, the liquidation preference per depositary share, or the redemption terms of the securities. Several facts are not disclosed in this record. No legal advisors are named for the issuer. The facts block does not differentiate among the six joint bookrunners in terms of relative allocation or lead-left status beyond their collective "joint bookrunner" designation, and no expected closing date is given.

Atlanticus Holdings Corporation (NASDAQ: ATLC), a financial services company that enables credit access for near-prime and underserved consumers, acquired Mercury Financial LLC, a data- and tech-centric credit card platform that provides credit cards to near-prime consumers in the United States through programs issued by First Bank & Trust, Brookings, SD under a Visa license. The transaction was structured as a Membership Interest Purchase Agreement, dated September 11, 2025, under which Mercury Finance Acquisitions, LLC, a newly formed Atlanticus subsidiary, purchased all of the outstanding equity interests of Mercury from Mercury Financial Intermediate LLC. The agreement, press release, and investor presentation were disclosed in a Form 8-K filed September 17, 2025 (Items 1.01 and 7.01), and the acquisition closed the same day it was signed, September 11, 2025, as confirmed by a subsequent Form 8-K/A filed November 28, 2025 containing Mercury's audited and interim financial statements and pro forma combined financial information. Consideration for the acquisition was announced as an approximately $162 million cash Initial Purchase Price, funded from cash on hand, subject to a post-closing true-up for Mercury's adjusted net asset value against a target level and other customary adjustments. The underlying purchase agreement sets the pre-adjustment base price at $201,600,000, which nets down after adjustments to the disclosed $162 million figure. Per the pro forma financial statements filed with the 8-K/A, the acquisition's final total purchase consideration, as allocated for accounting purposes, was $206.5 million, comprising $159.8 million of cash consideration, $6.7 million of direct acquisition-related costs, and $40.0 million representing the estimated fair value of contingent earn-out consideration. In addition to the upfront payment, the seller may receive earn-out payments for up to three years following closing equal to 75% of the amount by which Mercury's managed receivables charge-offs come in below agreed-upon levels. Atlanticus purchased a buy-side representations and warranties insurance policy that serves as the primary remedy for breaches of representations and warranties, subject to policy limits, exclusions and deductibles. The acquisition added approximately 1.3 million credit card accounts and $3.2 billion in credit card receivables to Atlanticus, bringing the company's total serviced accounts to over 5 million and total managed receivables to over $6 billion. Jeff Howard, President and CEO of Atlanticus, said the company was "pleased to add the technology and near prime expertise of Mercury to expand our reach, advance our growth efforts, and leverage the scale that the combined companies create to bring a best-in-class product offering at the lowest possible cost to an even broader consumer segment," adding that, having purchased over $6 billion in credit card receivables portfolios historically, Atlanticus was "highly confident" in its ability to create value through optimization of the $3.2 billion Mercury portfolio. The companies cited expected value creation through portfolio optimization, cost synergies, and increased originations on behalf of bank partners, as well as growth from new marketing channels and product expansion, though no specific synergy dollar figure, percentage of cost base, or phase-in timeline was disclosed. Per unaudited pro forma financial statements filed with the SEC, prepared as if the acquisition had occurred January 1, 2024 and accounted for as an asset acquisition under ASC 805-50 (not a business combination), the combined company's pro forma total revenue and other income for the nine months ended September 30, 2025 was approximately $1.89 billion, versus $1.23 billion for Atlanticus on a standalone basis, with pro forma net income attributable to common shareholders of $37.5 million (versus $79.0 million standalone) and pro forma basic/diluted EPS of $2.48/$1.95 (versus standalone $5.22/$4.21). For the year ended December 31, 2024, pro forma total revenue and other income was approximately $2.37 billion versus $1.31 billion standalone, with pro forma net income attributable to common shareholders of $112.6 million (versus $87.4 million standalone) and pro forma basic/diluted EPS of $7.64/$5.99 (versus standalone $5.92/$4.77). Pro forma adjustments included reversing amortization of Mercury's historical debt issuance costs following a fair-value reset of assumed debt, replacing Mercury's CECL credit-loss provisioning with fair-value loan accounting consistent with Atlanticus's policy, conforming Mercury's capitalized marketing costs to Atlanticus's expense-as-incurred policy, and recording amortization of acquired intangible assets (developed technology valued at $27.0 million and assembled workforce valued at $5.4 million, both with five-year useful lives). As part of the purchase price allocation, Atlanticus recorded $3.0 billion of acquired loans at fair value and assumed $2.8 billion of notes payable, net. Guggenheim Securities, LLC served as financial advisor and Troutman Pepper Locke and Willkie Farr & Gallagher served as legal counsel to Atlanticus in the transaction. Deutsche Bank Securities served as financial advisor to the seller, and Mayer Brown LLP served as legal counsel to the special committee of the board of the seller. Colin M. Adams of Uzzi & Lall served as the Special Committee of Mercury's Board of Directors, which approved the transaction. In connection with the acquisition, Mercury entered into restrictive covenant agreements with the seller and an indirect equityholder restricting solicitation of Mercury employees post-closing. No termination fee is disclosed in the publicly filed exhibits (schedules to the purchase agreement were omitted pursuant to Item 601(a)(5) of Regulation S-K), and no proxy statement, tender offer document, or shareholder vote was required or filed, consistent with a private, all-cash membership-interest purchase that did not require Atlanticus or Mercury shareholder approval.

This transaction is a going-private cash-plus-contingent-value-right merger in which Gen Digital Inc., trading under the ticker GEN, acquired MoneyLion Inc. The deal is classified within the financial institutions group sector, carries a disclosed value of 1,000,000,000 dollars, and, notably among this batch, is marked as closed rather than pending. The transaction is sourced from a substantial series of SEC EDGAR filings spanning several months: Form 8-K filings published December 10, 2024, December 11, 2024, April 10, 2025, and April 17, 2025 (including one specifically citing Exhibit 99.1 from the December 10, 2024 filing), a Form DEFM14A published March 5, 2025, and an additional filing of unknown form type also published March 5, 2025. This sequence of filings, running from the initial announcement through to filings in April 2025, is consistent with the deal's current closed status. On the financial advisory side, Keefe, Bruyette & Woods, Inc., a Stifel Company, is serving as exclusive financial advisor to MoneyLion, the target, and is identified as the lead advisor in that role. Evercore is serving as financial advisor to Gen, the acquirer. Separately, Sodali & Co. is named as MoneyLion's proxy solicitor, assisting stockholders with voting their shares in connection with the special meeting on the transaction, as described in the source material directing stockholders with questions to call Sodali & Co.'s toll-free line. On the legal side, Davis Polk & Wardwell LLP is serving as legal counsel to MoneyLion, the target, and Kirkland & Ellis LLP is serving as legal advisor to Gen Digital, the acquirer, consistent across the multiple source sentences referencing each firm's role. The transaction is structured as a going-private, cash-plus-contingent-value-right merger with a disclosed value of 1,000,000,000 dollars; beyond identifying the inclusion of a contingent value right component alongside cash, no further detail on the specific cash amount per share, the CVR terms, or payout triggers is included in the facts available. Some elements remain undisclosed even for this now-closed transaction. No specific per-share cash amount or detailed CVR payout terms are given, and no breakdown is provided of how much of the 1,000,000,000 dollar disclosed value corresponds to the cash portion versus the contingent value right. The facts confirm the deal has closed but do not specify the exact closing date.

Home BancShares, Inc., a financial institutions sector company trading under ticker HOMB and parent of Centennial Bank, agreed to acquire Mountain Commerce Bancorp, Inc., ticker MCBI (OTCQX), parent of Mountain Commerce Bank, in an all-stock merger. The deal was announced on December 7, 2025 via a definitive Agreement and Plan of Merger dated December 7, 2025, disclosed in a Form 8-K filed December 8, 2025 that included a joint press release (Exhibit 99.1) and an investor presentation (Exhibit 99.2). The transaction closed on April 1, 2026, with Mountain Commerce merging into Home BancShares and Mountain Commerce Bank merging into Centennial Bank, as confirmed in a closing press release filed as Exhibit 99.1 to an 8-K on April 1, 2026. Under the terms of the merger agreement, each Mountain Commerce shareholder received 0.850 shares of Home BancShares common stock for each MCBI share, plus cash in lieu of fractional shares. Based on a 20-trading-day volume-weighted average closing price of Home BancShares stock of $27.66 through December 5, 2025, the implied per-share consideration was $23.51 and the aggregate implied transaction value was approximately $150.1 million at announcement; Home BancShares' April 1, 2026 closing press release cited a value of approximately $146 million for the roughly 5.4 million shares issued at closing. The deal priced Mountain Commerce at approximately 105% of tangible book value and 8.1 times estimated 2026 earnings per share, according to Home BancShares' investor presentation. Mountain Commerce shareholders were expected to own approximately 3% of the combined company. Home BancShares described the deal as "immediately triple accretive," projecting EPS accretion of approximately 1.4% in 2026 and 3.0% in 2027 (assuming 25% realization of cost savings in 2026, rising to full realization in 2027; full realization in 2026 would imply approximately 2.4% EPS accretion), book value per share accretion of 0.7%, and tangible book value per share accretion of 0.2% at closing, per the December 8, 2025 press release and investor presentation. Pro forma capital ratios at closing were projected at a 15.9% CET1 ratio and an 18.5% total capital ratio, with return on average tangible common equity expected to increase by approximately 35 basis points. Home BancShares disclosed expected cost savings equal to approximately 20% of Mountain Commerce's noninterest expense base, with 25% phased in during 2026 and the full amount realized thereafter, alongside one-time merger and integration costs of approximately $14 million pre-tax. Key purchase accounting assumptions disclosed in the investor presentation included a 2.1% credit mark and a 3.3% interest rate mark on acquired loans (accreted over five years on a straight-line basis), an approximately $16 million pre-tax accumulated other comprehensive income securities markdown (accreted over seven years straight-line), and a core deposit intangible of 3.0% of non-time deposits amortized on a sum-of-the-years-digits basis over 10 years. The transaction assumed no revenue synergies. As of December 31, 2025, Mountain Commerce had approximately $1.77 billion in total assets, $1.49 billion in loans, and $1.54 billion in deposits, operating seven branches in the Knoxville, Johnson City, and Brentwood areas of Tennessee, with an eighth branch scheduled to open by the end of the first quarter of 2026. The investor presentation characterized Mountain Commerce as having a history of strong performance, including 43 basis points of year-over-year net interest margin expansion, average ROATCE of 12.3% and average ROAA of 1.02% for 2021 through 2024, a 55.2% efficiency ratio, and zero net charge-offs to average loans, positioning Home BancShares to enter the high-growth Knoxville, Nashville, and Johnson City metropolitan markets. Following closing, the combined company operated 78 branches in Florida, 75 in Arkansas, 59 in Texas, eight in Tennessee, five in South Alabama, and one in New York City. John Allison, Chairman and CEO of Home, and William E. "Bill" Edwards III, CEO and founder of Mountain Commerce, were both quoted in the announcement expressing enthusiasm about the companies' entry into Tennessee markets; Bill Edwards was named President of Tennessee for the combined company and Kevin Horne, EVP of MCBI, was named Regional President over the former MCBI markets, with employment and voting agreements in place for key personnel. A Form S-4 registration statement (File No. 333-292708) covering the Home BancShares shares to be issued was filed January 13, 2026 and amended January 29, 2026; it included the combined proxy statement of MCBI and prospectus of Home. A supplemental disclosure 8-K filed March 2, 2026 added additional detail to the proxy statement/prospectus in response to shareholder demand letters, including updated comparable company tables, discount rate calculations used by Piper Sandler (10.86% for MCBI common stock and 9.33% for Home common stock, per the Duff & Phelps Cost of Capital Navigator methodology), and background on the sale process: Mountain Commerce had shared information or held discussions with fifteen companies regarding a potential transaction during the first quarter of 2025 under nondisclosure agreements, most of which contained standstill provisions; as of March 1, 2026, only one such standstill provision (set to expire March 6, 2026) remained in effect, and no party had approached MCBI about an alternative transaction since the Merger Agreement was announced. The Federal Reserve Board of Governors and the Arkansas State Bank Department approved the merger and related bank merger on March 24, 2026, per an 8-K filed that day, with closing anticipated early in the second quarter of 2026 at that time; the deal in fact closed April 1, 2026. On the target side, Piper Sandler & Co. served as financial advisor to Mountain Commerce and provided a fairness opinion, with Bass, Berry & Sims PLC serving as legal advisor. On the acquirer side, Hovde Group, LLC served as financial advisor to Home BancShares and provided a fairness opinion, with DD&F Consulting Group serving as financial consultant to Home and Mitchell, Williams, Selig, Gates & Woodyard, PLLC serving as legal advisor to Home. The merger agreement provides for a termination fee of $6.0 million payable by MCBI to Home BancShares under specified circumstances, including termination following a competing acquisition proposal. The agreement was approved unanimously by both companies' boards of directors, and closing was subject to MCBI shareholder approval and customary regulatory approvals, all of which were obtained prior to the April 1, 2026 closing.

This deal involves Willis Towers Watson plc (ticker WTW), a financial-institutions-group (fig) sector company, as the acquirer of Newfront. The transaction falls under the M&A product group, and its disclosed value is not stated in the source document. The facts are sourced from an 8-K filing with the SEC via EDGAR, published January 27, 2026. The deal's status is pending regulatory, indicating it had not yet closed as of that filing. Two financial advisors are disclosed, one per side, both designated lead. J.P. Morgan Securities LLC acted as exclusive financial advisor to WTW (the acquirer), with the source sentence noting that Weil, Gotshal & Manges LLP acted as legal advisor to WTW. On the target side, Perella Weinberg served as exclusive financial advisor to Newfront, with Reed Smith LLP serving as legal advisor to Newfront, per the corresponding source sentence. Legal advisors are disclosed for both sides: Reed Smith LLP served as legal advisor to the target, Newfront, while Weil, Gotshal & Manges LLP served as legal advisor to the acquirer, WTW. Beyond describing this as an acquisition of Newfront by WTW, the facts block does not specify the deal's structure in further detail, such as whether consideration is cash, stock, or a mix, nor does it provide any per-unit or aggregate pricing information. Several facts are not disclosed in this record. The transaction's dollar value is not stated. No expected closing date is given, and the facts block does not specify the consideration structure (cash, stock, or a combination) for the acquisition.

This transaction is a cash-and-stock acquisition in which Aon plc, trading under the ticker AON, is acquiring NFP. The deal is classified within the financial institutions group sector, and the disclosed value of the transaction is 13,400,000,000 dollars. The transaction is sourced from an SEC EDGAR Form 8-K filing published on December 20, 2023. Based on the facts provided, the deal's status is pending regulatory approval. The financial advisory roster on this deal is extensive on the target side in particular. Evercore acted as lead financial advisor to NFP, with support from BofA Securities, Inc., Deutsche Bank Securities Inc., Jefferies LLC, and TD Securities, all named as financial advisors to NFP alongside Evercore in a supporting capacity. On the acquirer side, UBS Investment Bank served as the exclusive financial advisor to Aon on the transaction and is identified as the lead advisor in that role, while Citi served as a financial advisor and is advising Aon specifically on the transaction financing. On the legal side, Skadden, Arps, Slate, Meagher & Flom LLP and Ropes & Gray LLP both acted as external legal counsel to NFP, while Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as external legal counsel to NFP's capital sponsors, a distinct constituency from NFP itself. On the acquirer side, Cravath, Swaine & Moore LLP and McDermott Will & Emery LLP both acted as external legal counsel to Aon. Beyond confirming that this is a cash-and-stock acquisition with a disclosed value of 13,400,000,000 dollars, no further detail on the specific mix or ratio between the cash and stock components of the consideration is included in the facts available. Several elements of this deal remain undisclosed. No specific breakdown of the cash-versus-stock consideration mix is given beyond the aggregate disclosed value, and no expected closing date is provided. The facts also do not specify what regulatory approvals are required or the anticipated timeline to completion.

This deal is a cash tender offer classified as an M&A transaction in the financial institutions group (FIG) sector, involving Open Lending Corp as the target, with ANV Group Holdings Ltd named in connection with the deal. The disclosed value of the transaction is not stated in the source document. The transaction is sourced from a Schedule 14D-9/A filing with the SEC, filed via SEC EDGAR and published on July 20, 2026. The deal's current status is pending regulatory approval. No financial advisors were extracted for this deal in the facts block. This means the facts available do not identify any investment bank or financial advisory firm working on behalf of either Open Lending Corp or ANV Group Holdings Ltd in connection with this tender offer. Similarly, no legal advisors were identified in the facts block for either side of the transaction. Beyond the classification of this transaction as a cash tender offer, no further detail on the offer price, minimum tender condition, or other structural terms is provided in the facts block. This is a case where the underlying record is notably thin. No financial advisors, no legal advisors, and no disclosed transaction value are present in the facts block, and no expected closing date is given beyond the pending-regulatory status reflected in the July 2026 SC 14D9/A filing. Readers should not assume any advisor involvement or deal terms beyond what is explicitly stated here, as none has been disclosed in the available source material.

This deal involves Open Lending Corp, a financial-institutions-group (fig) sector company, as the target of an all-cash tender offer by ANV Group Holdings Ltd. The transaction falls under the M&A product group, and its disclosed value is not stated in the source document. The facts are sourced from an 8-K filing with the SEC via EDGAR, published June 16, 2026. The deal's status is pending regulatory, indicating the tender offer had not yet closed as of that filing. Two financial advisors are disclosed, one per side, with no lead designation specified for either. Financial Technology Partners is serving as financial advisor to Open Lending (the target), with the source sentence noting that Jones Day is acting as legal counsel to Open Lending in connection with the transaction. On the acquirer side, Evercore is serving as financial advisor to ANV, with Paul, Weiss, Rifkind, Wharton & Garrison LLP serving as legal counsel to ANV, per the corresponding source sentence. Legal advisors are disclosed for both sides: Jones Day is acting as legal counsel to the target, Open Lending, while Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal counsel to the acquirer, ANV. Beyond classifying this as an all-cash tender offer, the facts block does not specify the per-share tender price or the percentage of shares sought. Several facts are not disclosed in this record. The transaction's dollar value is not stated. No expected closing date is given, and no lead-advisor designation is specified for either Financial Technology Partners or Evercore, both of which are described only as "financial advisor" without further distinction.

This deal is a senior secured term loan refinancing by Oportun Financial Corp (ticker OPRT), the issuer, a company in the financial institutions group (FIG) sector. The transaction is classified under the levfin (leveraged finance) product group, with a disclosed value of $235,000,000. The facts block is sourced from a single SEC filing: an 8-K filed with SEC EDGAR and published on October 29, 2024. The deal's current status is pending regulatory approval. On the financial advisory side, Evercore acted as financial advisor to the company, Oportun, on the transaction, with no lead designation specified in the facts block. No other financial advisors were identified. Legal counsel was disclosed for the issuer: both Orrick, Herrington & Sutcliffe LLP and Wilson Sonsini Goodrich & Rosati served as legal advisors to the company, Oportun, on the transaction. No legal advisors were disclosed for any lender or arranger side. Beyond the characterization of the transaction as a senior secured term loan refinancing and the disclosed $235,000,000 value, the facts block does not specify the interest rate, maturity, or other terms of the refinanced term loan, nor does it name the lead arranger or lenders providing the new facility. Several facts are not disclosed in the source material. The facts block does not name the arranger or lenders on the new senior secured term loan, nor does it specify the loan's interest rate, maturity date, or covenant terms. No expected closing date is given.

This transaction is a bank merger in which Norwood Financial Corp (ticker NWFL) is acquiring PB Bankshares, Inc., with PB Bankshares identified as the target in the financial institutions group (FIG) sector. The deal falls under the M&A product group, and the disclosed transaction value is $54,900,000. The facts block cites three source documents from SEC EDGAR, all published on July 7, 2025: two filings of unspecified form type and one 8-K. The deal's current status is pending regulatory approval. On the financial advisory side, Stephens Inc. served as financial advisor to the target, PB Bankshares (referred to in the source sentence as "Presence"), and rendered a fairness opinion in that capacity; Stephens is identified as the lead advisor on the target side. On the acquirer side, Janney Montgomery Scott LLC served as financial advisor to Norwood Financial and likewise rendered a fairness opinion to Norwood's board, also designated as lead advisor. Legal counsel was also disclosed for both sides. Barley Snyder LLP served as legal counsel to the target (PB Bankshares/"Presence"). On the acquirer side, two firms were named as Norwood Financial's legal counsel: Jones Walker LLP, based in Washington, DC, and Meeks Butera & Israel PLLC. No further detail on the structure of the merger consideration, such as an exchange ratio or cash/stock mix, was provided in the facts block beyond the disclosed aggregate transaction value of $54,900,000. Several items are not disclosed in the source material. The facts block does not specify an expected closing date, nor does it break down the consideration structure (cash, stock, or a combination) beyond the aggregate value. No additional financial advisors beyond Stephens Inc. and Janney Montgomery Scott LLC were identified for either side.

Northrim BanCorp Inc., a financial institution trading under ticker symbol NRIM, is acquiring an undisclosed target company in a merger and acquisition transaction within the financial services sector. This is a mergers and acquisitions engagement, classified within the product group covering corporate M&A. The specific target entity is not named in the available source materials, and notably, no transaction value has been disclosed in the source documentation. The transaction was announced via an SEC filing, specifically Form 8-K submitted to SEC EDGAR on July 23, 2026. This current status is listed as announced, indicating the deal has been publicly disclosed but final closing and integration remain incomplete. Form 8-K filings are typically used to report material events and significant corporate developments, making this the formal channel through which the acquisition was communicated to the market and regulatory authorities. On the financial advisory side, Hovde Group LLC is serving as the lead financial advisor to Northrim BanCorp, the acquiring party. On the target company's side, D.A. Davidson & Co. is acting as the lead financial advisor. Both firms are positioned as lead advisors to their respective clients, indicating they are the primary financial counsel guiding each party through the transaction process and negotiations. No legal advisors have been identified or extracted from the available source documentation for either party to this transaction. Regarding the deal structure and terms, the source materials provide minimal detail on the mechanics of the transaction. The consideration structure, whether paid in cash, stock, a combination of both, or some other form, is not specified in the available filing. Similarly, no information has been disclosed regarding earnouts, contingent consideration, or other structural elements that might accompany the transaction. Several material elements of this deal remain undisclosed in the source documentation. Most notably, the transaction value is not stated, nor has the identity of the target company been made public in these materials. No expected closing date or timing has been disclosed. The consideration mix and payment structure are unspecified. Beyond the identification of financial advisors, no details regarding legal counsel, underwriters, or other transaction participants have been extracted from the available sources. The specific assets, business lines, or strategic rationale behind the acquisition are likewise not detailed in the filing summary.

Northrim BanCorp, Inc. (NASDAQ: NRIM), the holding company of Northrim Bank, and PBCO Financial Corporation, the holding company of People's Bank of Commerce, jointly announced on July 22, 2026 the signing of an Agreement and Plan of Merger under which Northrim will acquire 100% of PBCO's common stock in an all-stock transaction. The deal marks Northrim's first out-of-state branch expansion, extending its Alaska-based community banking franchise into Southern Oregon and the Willamette Valley, and is expected to bring the combined company's total assets to more than $4 billion. This record is sourced from the companies' joint press release (Exhibit 99.1) filed with Northrim's 8-K on July 23, 2026. The release states the transaction has been unanimously approved by both companies' boards of directors and is subject to regulatory approval and shareholder approval by both PBCO and Northrim. Hovde Group, LLC served as financial advisor to Northrim on the acquirer side. D.A. Davidson & Co. served as financial advisor to PBCO on the target side. The release does not indicate which, if either, advisor rendered a formal fairness opinion, and no lead-versus-co-advisor distinction is made for either engagement. Accretive Legal, PLLC served as legal counsel to Northrim. Hunton Andrews Kurth LLP served as legal counsel to PBCO. Under the terms of the merger agreement, each PBCO shareholder will receive 1.160 shares of Northrim common stock for each share of PBCO common stock, with PBCO restricted stock and restricted stock units receiving the same ratio and PBCO phantom stock units cashed out. The aggregate consideration is valued at approximately $167.3 million, or $32.36 per share of PBCO common stock, based on Northrim's closing stock price of $27.90 as of July 21, 2026; the value will fluctuate with Northrim's stock price. Upon closing, PBCO shareholders are expected to own approximately 21.1% of the combined company, and one PBCO director will join the Northrim and Northrim Bank boards. The merger is expected to qualify as a tax-free reorganization for PBCO shareholders, with closing expected in the fourth quarter of 2026 or early in the first quarter of 2027, and system conversion anticipated in the fourth quarter of 2027. Not disclosed in this filing: whether either financial advisor delivered a fairness opinion, any advisory or legal fees, a specific termination fee, and pro forma earnings accretion or dilution estimates for Northrim.

This is a cash-and-equity acquisition with an earnout in the fig sector in which TPG Inc. (ticker TPG) is acquiring Peppertree Capital Management, Inc. The product group is M&A, and the disclosed transaction value is $660,000,000. The facts are sourced from an 8-K filed with the SEC via EDGAR, published on May 6, 2025. The deal's current status is pending regulatory review. The financial advisory roster on the acquirer side includes four firms: BofA Securities, Goldman Sachs, Houlihan Lokey, and Campbell Lutyens, all identified per the source sentence "BofA Securities, Goldman Sachs, Houlihan Lokey, and Campbell Lutyens acted as financial advisors to TPG," with none of the four individually designated as lead. On the target side, Evercore served as financial advisor to Peppertree, per the statement "Evercore acted as financial advisor to Peppertree," also without a lead designation specified. Legal advisors are disclosed for both sides: Weil, Gotshal & Manges LLP served as TPG's transaction counsel, the acquirer side, while Kirkland & Ellis LLP served as Peppertree's transaction counsel, the target side. Beyond the classification of this transaction as a cash-and-equity acquisition with an earnout, structured with a disclosed value of $660,000,000, no further detail on the specific cash/equity split or the earnout's terms (such as metrics, thresholds, or payout timing) is included in the facts provided. Several items are not disclosed in this record: the precise cash-versus-equity consideration mix is not specified, the structure and targets of the earnout are not detailed, and no expected closing date is given beyond the pending-regulatory status.

StoneX Group Inc. (NASDAQ: SNEX), a global financial services network and futures commission merchant (FCM), agreed on April 13, 2025 to acquire R.J. O'Brien (RJO), the oldest independent futures brokerage in the United States, founded in 1914. The deal was announced April 14, 2025 via a Form 8-K that included a press release (Exhibit 99.1) and investor presentation (Exhibit 99.2), with the full Agreement and Plan of Merger filed as Exhibit 2.1. The transaction formally closed on July 31, 2025. Sean O'Connor, StoneX's Executive Vice-Chairman, called the deal "a transformational transaction for StoneX, establishing us as a leading global derivatives clearing firm and reinforcing our position as an integral part of the global market structure across asset classes." Gerry Corcoran, RJO's Chairman and CEO, said the companies were "extraordinarily excited about this partnership between two great companies that each bring over a century of history in the futures industry and complementary capabilities, products, services, and cultures," and he continued on with StoneX in a senior leadership role following closing. StoneX valued the acquisition at approximately $900 million in equity value, financed through a combination of cash and stock. Under the merger agreement (an Agreement and Plan of Merger dated April 13, 2025 among StoneX, merger subsidiary RTS Merger Sub Inc., target parent RTS Investor Corp. -- RJO's holding company -- and Westmoor Trail Partners LLC as equityholder representative), RTS equityholders were entitled to receive $625,000,000 of cash (subject to adjustment based on RTS's tangible book value versus an agreed benchmark) plus shares of StoneX common stock valued at $275,000,000, based on a ten-trading-day volume-weighted average price of StoneX stock subject to a collar of 85% to 115% of $77.50 per share. StoneX also disclosed it would assume up to $143 million of existing RJO debt. At signing, StoneX estimated the stock component at approximately 3.5 million shares. At closing on July 31, 2025, StoneX reported in its Form 8-K (Item 2.01) that it paid RTS equityholders, option holders and SAR holders aggregate consideration of $610,566,926 in cash (subject to post-closing adjustment) plus 3,085,554 shares of StoneX common stock, with fractional shares paid in cash. StoneX stated the final cash purchase price reflected RJO's tangible book value coming in above the agreed benchmark due to strong operating performance, partly offset by RJO's transaction expenses. The merger agreement had also conditioned closing on RTS's tangible book value being not less than $400,000,000 and RTS's subordinated debt not exceeding an agreed limit. RJO generated $766 million in revenue and approximately $170 million in EBITDA during calendar 2024, according to the companies. The acquisition added more than 75,000 client accounts and nearly 300 introducing brokers to StoneX's network, grew StoneX's client float by nearly $6 billion (to over $13 billion combined), and was projected to increase StoneX's cleared listed derivatives volume by 190 million contracts annually. StoneX said the deal would strengthen its position as a leading FCM and expand its institutional-grade execution, clearing, custody and prime brokerage across asset classes, with cross-sell opportunities expected to drive revenue synergies particularly in OTC derivatives, physical commodity trading, and fixed income products. StoneX targeted more than $50 million in annual expense synergies and at least $50 million in one-time capital synergies from consolidating operations; the companies did not disclose a specific phase-in timeline for these synergies. StoneX said the acquisition was expected to enhance its margins, earnings per share, and return on equity, without disclosing a specific accretion/dilution percentage. Financing: Bank of America acted as exclusive financial advisor to StoneX and also provided committed debt financing for the acquisition. In connection with signing, StoneX entered into a commitment letter with Bank of America, N.A. and BofA Securities, Inc. for (i) a senior secured 364-day bridge loan facility of up to $625 million and (ii) a backstop senior secured revolving credit facility of up to $500 million (available only if certain amendments to StoneX's existing credit facilities were not effective by closing). StoneX stated it intended to finance the cash consideration through capital markets transactions rather than draw on the bridge facility to the extent possible. Consistent with that plan, on July 8, 2025 a wholly owned financing subsidiary, StoneX Escrow Issuer LLC, issued $625,000,000 in aggregate principal amount of 6.875% Senior Secured Notes due 2032 under an indenture with The Bank of New York Mellon as trustee, with proceeds held in escrow pending closing. On the July 31, 2025 closing date, the escrow release conditions were satisfied, the escrowed proceeds were used to fund a portion of the cash purchase price and related fees and expenses, and StoneX (as successor to the escrow issuer) assumed the notes, which became guaranteed and secured on a second-priority basis by StoneX's existing credit facility collateral package. Davis Polk & Wardwell LLP served as StoneX's legal counsel. On the target side, Broadhaven Capital Partners acted as exclusive financial advisor to RJO, and Mayer Brown LLP served as RJO's legal advisor. Under the merger agreement, closing was conditioned on, among other things: accuracy of representations and warranties, compliance with covenants, expiration/termination of the HSR Act waiting period and receipt of other antitrust/foreign-investment clearances, receipt of approvals from governmental authorities and financial regulators, absence of any law or order prohibiting the merger, the affirmative vote of holders of a majority of RTS's outstanding Class 1 common stock (concurrently with signing, certain RTS stockholders entered into support agreements agreeing to deliver written consents approving the merger, subject to a time-limited lock-up on the stock consideration), consent of certain StoneX contract counterparties, and the RTS tangible book value and subordinated debt conditions noted above. The agreement could be terminated by mutual consent, by either party if closing did not occur within six months of signing, upon a final non-appealable order prohibiting the merger, for an uncured breach causing a closing-condition failure, or for a material adverse effect on either party; the filings reviewed do not disclose a specific termination fee dollar amount. StoneX also obtained a representation-and-warranty insurance policy in connection with signing. Pro forma condensed combined financial information for the combined company, prepared under SEC Regulation S-X Article 11, was filed as Exhibit 99.4 to a Form 8-K dated June 24, 2025, along with RTS's audited 2024 and reviewed first-quarter 2025 historical financial statements (Exhibits 99.2 and 99.3 to that same filing). The transaction closed on July 31, 2025, making StoneX, in the companies' words, "the largest non-bank Futures Commission Merchant (FCM) in the United States."

This deal involves StoneX Group Inc. (ticker SNEX), a financial-institutions-group (fig) sector company, as the acquirer of R.J. O'Brien (RJO), in a cash-and-stock acquisition. The transaction falls under the M&A product group, and its disclosed value is $900,000,000. The facts are sourced from an 8-K filing with the SEC via EDGAR, published April 14, 2025. The deal's status is pending regulatory, indicating it had not yet closed as of that filing. Two financial advisors are disclosed, one per side, both designated lead. Bank of America is acting as exclusive financial advisor to StoneX (the acquirer) and is also providing committed debt financing for the acquisition, per the source sentence describing Bank of America's dual advisory and financing role. On the target side, Broadhaven Capital Partners is acting as exclusive financial advisor to RJO, with the source sentence noting that Mayer Brown LLP is serving as RJO's legal advisor. Legal advisors are disclosed for both sides: Mayer Brown LLP is serving as legal advisor to the target, RJO, while Davis Polk & Wardwell LLP is serving as StoneX's (the acquirer's) legal counsel, per a separate source sentence confirming Davis Polk's role. Beyond identifying the transaction as a cash-and-stock acquisition valued at $900,000,000, with committed debt financing from Bank of America, the facts block does not specify the exact split between cash and stock consideration or the terms of the debt financing. Several facts are not disclosed in this record. The precise cash/stock consideration mix is not specified. No expected closing date is given, and the facts block does not detail the terms of the committed debt financing beyond identifying Bank of America as its provider.

This transaction involves Rocket Companies, Inc. (ticker RKT), a financial-institutions-group (fig) sector company, as the acquirer, in a stock-for-stock merger. The deal falls under the M&A product group, and its disclosed value is not stated in the source document. The facts are sourced from an S-4 filing with the SEC via EDGAR, published May 1, 2025. The deal's status is pending regulatory, indicating it had not yet closed as of that filing. Only one financial advisor is disclosed: Goldman Sachs & Co. LLC, which served as financial advisor to the target (Redfin) and is designated lead on that side. The source sentence is drawn from a consent letter referencing Goldman Sachs's opinion, stating that the firm consented to being referenced under the caption "Summary, Opinion of Redfin's Financial Advisor" in the relevant disclosure document, and is signed on behalf of Goldman Sachs & Co. LLC. No financial advisor is named for the acquirer, Rocket Companies, in the facts provided. No legal advisors are identified in the facts block for either the target or the acquirer. Beyond classifying the transaction as a stock-for-stock merger, no further structural detail, such as the exchange ratio, is included in the facts block. A number of material facts are not disclosed in this record. The transaction's dollar value is not stated. No legal advisors are named for either side. No financial advisor is identified for the acquirer side, and no expected closing date is given.

This deal involves Brown & Brown, Inc. (ticker BRO), a financial-institutions-group (fig) sector company, as the acquirer. The transaction is an M&A deal structured as a cash-and-debt-free acquisition, and its disclosed value is $9,825,000,000, making it one of the larger transactions in this batch. The facts are sourced from an 8-K filing with the SEC via EDGAR, published June 10, 2025. The deal's status is pending regulatory, indicating it had not yet closed as of that filing. On the acquirer side, BofA Securities and J.P. Morgan Securities acted as financial advisors and also provided committed financing to Brown & Brown, per the source sentence describing both firms' combined advisory and financing role, with no lead designation specified for either. On the target side, Evercore Group L.L.C. is identified as a financial advisor functioning in a broker capacity; the source sentence, drawn from a representations-and-warranties-style disclosure, states that other than Evercore Group L.L.C., there were no brokerage commissions, finders' fees, or similar compensation payable in connection with the transaction based on any arrangement made by or on behalf of the equityholders or the group companies, aside from certain fees that would be paid under a specified contractual section or otherwise borne by the equityholders. The only legal advisor named in the facts block is Skadden, Arps, Slate, Meagher & Flom LLP, which served as legal counsel to Brown & Brown (the acquirer) in the transaction. No legal advisor is identified for the target side. Beyond identifying the transaction as a cash-and-debt-free acquisition valued at $9,825,000,000, with committed financing provided by BofA Securities and J.P. Morgan Securities, the facts block does not detail the specific financing structure (e.g., term loan versus bridge facility) or other terms of the deal. Several facts are not disclosed in this record. No legal advisor is named for the target side. No expected closing date is given, and the facts block does not specify how the committed financing from BofA Securities and J.P. Morgan Securities is structured beyond the general reference to "committed financing."

Slide Insurance Holdings, Inc., a Tampa, Florida-based property insurer trading under ticker SLDE on the Nasdaq Global Select Market, completed its initial public offering of common stock in the financial services sector. The offering consisted of 24,000,000 shares priced at $17.00 per share, for a total offering size of $408,000,000. Of those shares, 16,666,667 were sold by the company and 7,333,333 were sold by selling stockholders, including certain directors and officers; the company did not receive any proceeds from the shares sold by the selling stockholders. The prospectus, a Form 424B4 filed with the SEC on June 18, 2025 (dated June 17, 2025), disclosed per-share underwriting discounts and commissions of $1.19, implying total underwriting discounts and commissions of $28,560,000 across both the company and selling stockholder shares, and proceeds before expenses to the company of $15.81 per share, or $263,500,005 in aggregate. A closing 8-K filed June 20, 2025 confirmed the IPO was completed that day, with gross proceeds to the company of $283,333,339 from its own 16,666,667 shares before underwriting discounts and offering expenses. The company stated it intended to use the estimated $252.0 million of net proceeds (after underwriting discounts and estimated offering expenses of approximately $11.5 million) to underwrite additional insurance policies, fund the growth of its business, and for general corporate purposes. No specific debt repayment or acquisition use was disclosed. Barclays Capital Inc. and Morgan Stanley & Co. LLC acted as representatives of the underwriters and joint book-running managers. Citizens JMP Securities, LLC, Keefe, Bruyette & Woods, Inc., and Piper Sandler & Co. served as additional underwriters, with the underwriting table in the prospectus allocating 9,492,857 shares each to Barclays and Morgan Stanley, 1,671,429 shares each to Citizens JMP Securities and Keefe, Bruyette & Woods, and 1,671,428 shares to Piper Sandler. The selling stockholders granted the underwriters a 30-day option to purchase up to an additional 3,600,000 shares to cover over-allotments, which would have brought the maximum offering size to $469,200,000. No subsequent SEC filing discloses whether this over-allotment option was exercised; that detail remains undisclosed. Davis Polk & Wardwell LLP acted as legal counsel to Slide Insurance Holdings, Inc. and certain selling stockholders, passing on the validity of the shares. Skadden, Arps, Slate, Meagher & Flom LLP represented the underwriters. The offering resulted in immediate dilution to new investors. The prospectus disclosed a pro forma net tangible book value of $4.84 per share as of March 31, 2025 (reflecting a stock split and automatic conversion of Series A preferred stock into 51,374,125 shares of common stock), which increased to a pro forma as adjusted net tangible book value of $6.27 per share after the offering, representing immediate dilution of $10.73 per share to new investors purchasing at the $17.00 IPO price. Because Slide Insurance Holdings had no public trading history prior to this offering, the prospectus explicitly notes there was no pre-existing public market for its common stock, so pricing cannot be benchmarked against a prior closing price. The underwriters expected to deliver shares to purchasers on or about June 20, 2025 through the book-entry facilities of the Depository Trust Company, and the closing 8-K confirms the IPO closed on that date, approximately two days after the prospectus was filed. The following details remain undisclosed in the materials reviewed: whether the underwriters' over-allotment option was exercised in whole or in part, the specific allocation of underwriting fees among the five syndicate members individually, any directed share program final take-up beyond the stated 5% reservation, and lock-up agreement terms beyond what is referenced in the prospectus's 'Shares Eligible for Future Sale' section (not independently reviewed in detail here).

Civista Bancshares, Inc. (NASDAQ: CIVB), parent of Civista Bank and headquartered in Sandusky, Ohio, agreed on July 10, 2025 to acquire The Farmers Savings Bank, a community bank headquartered in Spencer, Ohio, for aggregate consideration of approximately $70.4 million. The transaction was announced jointly with a concurrent underwritten public offering of Civista common shares and was disclosed in a Form 8-K filed July 11, 2025 that attached the Agreement and Plan of Merger (dated July 10, 2025), a joint press release, and related exhibits. Under the merger agreement, Farmers shareholders were to receive $34.925 million in cash and 1,434,491 Civista common shares in the aggregate for all outstanding Farmers shares, implying a consideration mix of approximately 50% cash and 50% stock, with a fixed exchange ratio for the stock portion and fixed cash-per-share for the cash portion. The implied aggregate deal value of $70.4 million was based on Civista's closing share price of $24.72 on July 9, 2025. Consideration was subject to adjustment if Farmers' adjusted shareholders' equity at closing was not equal to $56.0 million, with a dollar-for-dollar downward adjustment to cash consideration if equity came in lower, and (per negotiated merger-agreement terms) fifty cents of additional consideration for each dollar of closing equity above $56.0 million. According to the transaction investor presentation (filed as an exhibit to a Form 8-K/A on July 11, 2025), the deal was valued at 138% of Farmers' tangible book value as of March 31, 2025, and reflected a core deposit premium of 10.6%. Farmers reported total assets of $285 million, gross loans of $107 million, total securities of $161 million, total deposits of $233 million, and total equity of $51 million as of March 31, 2025, with a tangible common equity to tangible assets ratio of 17.9%, a 46% loan-to-deposit ratio, and nonperforming assets (ex-TDRs) of 0.52% of assets. Civista management described Farmers as having "pristine asset quality with $1.5 million in cumulative net loan recoveries over the last 10 years." The combined company was expected to have approximately $4.4 billion in total assets, $3.2 billion in net loans, and $3.5 billion in total deposits based on March 31, 2025 financial data, adding two branches and approximately $183 million in low-cost core deposits in Medina and Lorain Counties, Ohio. Civista disclosed that the acquisition was expected to be approximately 10% accretive to diluted earnings per share once anticipated cost savings were fully phased in (a separate investor presentation slide referenced "high single-digit" EPS accretion). Per the transaction presentation, cost savings were estimated at 30% of Farmers' non-interest expense base, with 75% phased in during 2026 and 100% realized thereafter. One-time, pre-tax transaction and integration expenses were estimated at $4.0 million. The deal involved a gross credit mark of $2.5 million and a loan interest rate mark of $6.0 million, and a core deposit intangible of 3.0% to be amortized over 10 years using the sum-of-years-digits method. Tangible book value dilution at closing was estimated at 4.9%, inclusive of both buyer and seller transaction costs and a CECL "day 2" provision, with an expected earnback period of approximately three years using the cross-over method. Pro forma tangible common equity to tangible assets was expected to be approximately 7.0%. CEO Dennis G. Shaffer said, "We are excited to welcome Farmers Savings Bank into the Civista family. This acquisition not only strengthens our presence in northeast Ohio but also reflects our shared commitment to community banking." Farmers CEO Tom Lee stated the partnership "marks an exciting new chapter for Farmers Savings Bank and the communities we serve" and that "Civista shares our deep commitment to personalized service and community values." Concurrent with the merger announcement, Civista priced an underwritten public offering of 3,294,120 common shares at $21.25 per share (base offering of approximately $70.0 million), with Piper Sandler & Co. acting as sole book-running manager and D.A. Davidson & Co., Hovde Group, LLC, Janney Montgomery Scott LLC, Keefe, Bruyette & Woods (A Stifel Company), and Stephens Inc. serving as co-managers. Net proceeds of approximately $65.5 million (or approximately $75.5 million if underwriters fully exercised their 30-day option) were earmarked for general corporate purposes, including organic growth and future strategic transactions. Piper Sandler & Co. acted as financial advisor to Civista in the merger, and Vorys, Sater, Seymour and Pease LLP served as Civista's legal counsel. Janney Montgomery Scott LLC, retained by Farmers' board on September 19, 2024, acted as Farmers' financial advisor and delivered a fairness opinion to the Farmers board on July 9, 2025 that the merger consideration was fair to Farmers' shareholders from a financial point of view. Dinsmore & Shohl LLP, engaged by Farmers on or about May 13, 2025, served as Farmers' legal counsel. Per the Form S-4 registration statement (filed September 10, 2025, amended September 26, 2025), Farmers had conducted preliminary, informal discussions with another potential acquirer during 2024, but that party withdrew from merger discussions on February 24, 2025 for reasons unrelated to Farmers' asset quality, earnings, or management. Janney then approached two other prospective partners, one of which was Civista (the other indicated it could not pursue a transaction at that time). Civista signed a confidentiality agreement on February 27, 2025 and submitted a non-binding indication of interest on March 28, 2025 valuing the deal at approximately $63.5 million (50% cash/50% stock). A revised indication of interest on April 25, 2025 raised the value to approximately $64.8 million (55% cash/45% stock), which Farmers executed on May 1, 2025. Negotiations over subsequent weeks, including an initial draft merger agreement circulated June 6, 2025, ultimately produced the final $70.4 million transaction signed July 10, 2025, with key shareholders of Farmers separately agreeing to deposit retention and share lock-up agreements, and to vote their shares in favor of the merger. The merger agreement provided for a termination fee of $2,500,000 payable by Farmers to Civista under specified circumstances, including termination in connection with a competing acquisition proposal, as the sole and exclusive remedy available to Civista (absent fraud or willful breach). The transaction closed on November 6, 2025, as confirmed in a Form 8-K filed that day disclosing consummation of the merger of Farmers with and into Civista Bank. At closing, each Farmers common share (500 shares outstanding) was converted into the right to receive $71,086.48 in cash and 2,868.98 Civista common shares, resulting in aggregate consideration of $35,543,239 in cash and approximately 1,434,491 Civista common shares. The closing press release stated the merger added two branches and approximately $236 million in low-cost deposits, with the combined organization having approximately $4.4 billion in total assets, $3.2 billion in net loans, and $3.5 billion in total deposits based on September 30, 2025 data. The system conversion was scheduled for the first quarter of 2026.

ConnectOne Bancorp, Inc. (Nasdaq: CNOB), parent company of ConnectOne Bank, agreed to acquire The First of Long Island Corporation (Nasdaq: FLIC), parent company of The First National Bank of Long Island, in an all-stock transaction valued at approximately $283.9 million in the aggregate (approximately $12.40 per FLIC share, based on ConnectOne's September 4, 2024 closing price of $23.97). The deal was announced on September 5, 2024, via a definitive Agreement and Plan of Merger dated September 4, 2024, and was completed on June 1-2, 2025, with FLIC merging with and into ConnectOne and First National Bank of Long Island merging into ConnectOne Bank. Frank Sorrentino III, ConnectOne's Chairman and CEO, said the transaction would "bring together two highly complementary, commercially focused banks to create a truly premier New York-metro community bank," adding that it "materially accelerates CNOB's Long Island expansion strategy" and would make ConnectOne "one of the top 5 banks on Long Island, in terms of deposit market share." Chris Becker, CEO of First National Bank of Long Island, said joining ConnectOne "begins the next chapter in The First National Bank of Long Island's story," allowing the combined company to "leverage the strengths, expertise, and resources of both companies to offer our clients the muscle and support of a $14 billion institution." Under the terms of the merger agreement, each share of FLIC common stock was converted into the right to receive 0.5175 shares of ConnectOne common stock, with cash paid in lieu of fractional shares. ConnectOne's September 2024 investor presentation and joint press release disclosed implied pricing multiples of approximately 0.74x FLIC's tangible book value (versus a 1.33x median for comparable nationwide bank M&A deals with deal values between $150 million and $1 billion announced in the prior 12 months), a negative 3.0% core deposit premium, and 10.8x FLIC's 2025 estimated earnings (versus a 12.0x comparable-transaction median). Separately, in its fairness opinion to the FLIC board, Piper Sandler calculated its own implied transaction metrics using FLIC's August 31, 2024 share/RSU count and the September 3, 2024 closing price: an aggregate implied transaction value of approximately $289.3 million, an implied purchase price of $12.64 per FLIC share, 76% of tangible book value per share, 12.9x LTM earnings per share, 15.0x 2024E consensus EPS, 11.0x 2025E consensus EPS, a tangible book premium to core deposits (deposits excluding CDs over $100,000) of negative 2.9%, and a market premium as of September 3, 2024 of negative 0.3%. At closing, ConnectOne shareholders were expected to own approximately 76% of the combined company and FLIC shareholders approximately 23.6% on a fully diluted basis, per the joint proxy statement/prospectus (Form S-4). The combined company, operating under the ConnectOne brand, had approximately $14 billion in total assets, $11 billion in total deposits and $11 billion in total loans at completion, with a pro forma market capitalization of over $1.2 billion based on ConnectOne's September 4, 2024 closing price. First of Long Island, headquartered in Melville, NY, had approximately $4.2 billion of assets, $3.3 billion of loans and $3.4 billion of deposits as of June 30, 2024, operated 40 branches in the New York metropolitan area, and ranked #4 in Nassau County and #5 in Suffolk County in deposit market share among banks with under $100 billion in assets (per S&P Capital IQ Pro data as of June 30, 2023), with approximately 92% of its deposits located in Nassau or Suffolk counties. Pro forma, approximately 30% of the combined company's deposit franchise and approximately 34 branches were expected to be located in the Long Island market, and the FLIC board noted the combined company would hold the 4th and 5th largest deposit market shares in Nassau and Suffolk Counties, respectively. On financial impact, ConnectOne projected the deal would be approximately 36% accretive to its 2025 earnings per share, as adjusted for an illustrative full phase-in of cost savings (9% accretive excluding interest-rate marks, per the investor presentation). Tangible book value per share dilution was projected at approximately 12% (0.5% excluding rate marks), with an earnback period of approximately 2.9 years (0.4 years excluding rate marks). ConnectOne targeted a pro forma 2025 estimated return on average tangible common equity of approximately 14%, a 2025 estimated efficiency ratio of approximately 45%, and 2025 estimated return on average assets of approximately 1.0%, assuming full phase-in of cost savings. The presentation modeled cost savings equal to 35% of FLIC's noninterest expense, phased in 50% in 2025 and 100% thereafter. As part of the transaction, ConnectOne raised approximately $100 million of Tier 2 qualifying subordinated debt prior to closing, with net proceeds downstreamed to ConnectOne Bank as common equity; the merger agreement separately committed ConnectOne to raise up to $200 million in new capital (subordinated debt or a combination of subordinated debt and common equity) if required to obtain necessary regulatory approval, per the joint proxy statement/prospectus. Pro forma capital ratios with the subordinated debt raise were disclosed at approximately 7.9% TCE/TA, 9.8% CET1 and 13.3% total capital ratio. The presentation also disclosed purchase-accounting assumptions including a gross credit mark of approximately $67 million (2.0% of FLIC's loan portfolio), a loan interest rate mark of approximately $198 million (6.1% of the loan portfolio) accreted straight-line over five years, and approximately $38 million of after-tax merger charges fully reflected in tangible book value at closing. The joint proxy statement/prospectus on Form S-4 (filed December 10, 2024, as amended, with a final 424B3 prospectus filed December 31, 2024) disclosed a detailed background of the merger. FLIC, advised by Piper Sandler, had conducted a strategic review beginning in late 2022; in January 2023 Piper Sandler approached 13 financial institution holding companies about a potential sale, five expressed initial interest, and four (including ConnectOne) signed confidentiality agreements. Two parties, ConnectOne and an unnamed "Party B," submitted non-binding indications of interest in February 2023, but market turmoil following the March 2023 regional bank failures caused both to pause. FLIC's CEO Christopher Becker subsequently held exploratory discussions through 2023 and 2024 with ConnectOne and three other unnamed parties referred to in the filing as Party C, Party D and Party E, including a brief due diligence process with Party D in March 2024 that did not proceed due to market conditions. The FLIC board's recommendation noted the company's advisors had reached out to a total of 16 parties over the process. Discussions with ConnectOne re-accelerated in April 2024; on May 22, 2024 ConnectOne submitted a new non-binding indication of interest proposing a potential capital raise of up to $200 million, board seats for up to three FLIC directors, and senior roles for certain FLIC executives, followed by a 60-day mutual exclusivity agreement. The exchange ratio was negotiated between 0.50 and 0.54 ConnectOne shares per FLIC share before the parties agreed on 0.5175 on September 2, 2024. Keefe, Bruyette & Woods (KBW) rendered a fairness opinion to the ConnectOne board, and Piper Sandler rendered a fairness opinion to the FLIC board, both dated September 4, 2024, concluding the exchange ratio was fair, from a financial point of view, to their respective clients. Under the merger agreement, the FLIC board agreed to recommend shareholder approval and not to solicit competing acquisition proposals, subject to a customary fiduciary-out exception for unsolicited superior proposals, and both companies' directors and certain executive officers entered into voting agreements to support the deal. Closing was conditioned on approval by both companies' shareholders, receipt of required regulatory approvals, effectiveness of ConnectOne's Form S-4 registration statement, and Nasdaq listing approval for the shares to be issued. The merger agreement provided that if terminated under certain circumstances in connection with a competing acquisition transaction, FLIC would owe ConnectOne a termination fee of $11,845,000. Following completion, ConnectOne's board was expanded to 15 members; Christopher Becker, former President and CEO of First National Bank of Long Island and FLIC, was appointed Vice Chairman of ConnectOne, and two additional independent FLIC directors, Peter Quick and Ed Haye, joined the ConnectOne board. The merger was structured to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code. Keefe, Bruyette & Woods, Inc., A Stifel Company, served as financial advisor to ConnectOne, and Windels Marx Lane & Mittendorf, LLP served as its legal counsel. Piper Sandler & Co. served as financial advisor to First of Long Island, and Luse Gorman PC served as its legal counsel, as confirmed in the September 2024 merger-announcement press release, the joint proxy statement/prospectus, and the June 2025 closing press release.

Palomar Holdings, Inc. (NASDAQ: PLMR), a specialty insurer in the financial services sector, agreed to acquire The Gray Casualty & Surety Company ("Gray Surety") from Bernhard Capital Partners ("BCP") and The Gray Insurance Company. The transaction was structured as an equity purchase: on October 27, 2025, Palomar Insurance Holdings, Inc., a direct wholly owned subsidiary of Palomar, entered into an Equity Purchase Agreement with Gray Surety and BCP Surety Group Sole Member, LLC (the "Seller") to acquire all of the issued and outstanding equity interests of Gray Surety. The agreement and an accompanying press release were filed as Exhibits 2.1 and 99.1, respectively, to a Form 8-K filed October 30, 2025. The disclosed purchase price was $300 million in cash, subject to customary post-closing adjustments for Book Value, Indebtedness and Transaction Expenses as set out in the agreement's purchase-price adjustment mechanism. No per-share price, exchange ratio, or EV/EBITDA-style multiple was disclosed, consistent with a private, cash acquisition of a privately held target with no public shareholder vote. Gray Surety is described as a Treasury-listed surety carrier specializing in contract bonds for midsized and emerging contractors, founded in 1996 as a subsidiary of The Gray Insurance Company (a family-owned Louisiana insurer) and recapitalized by Bernhard Capital Partners in 2021; it is licensed in all 50 states, operates thirteen regional offices, and is described as a "Top 50" surety carrier that sustained annual double-digit growth while maintaining a below-industry-average loss ratio. Mac Armstrong, Palomar's Chairman and CEO, said the deal "meaningfully enhances Palomar's surety franchise, bolstering our current market position and complementing our existing operations," and that the Gray Surety team's expertise "will play a key role in advancing our Palomar 2x strategic imperative and driving sustained profitable growth." Cullen Piske, President of Gray Surety, said Palomar "shares our entrepreneurial culture, disciplined underwriting approach and commitment to the surety market" and that the deal provides "the financial strength, scale, and strategic support to expand our reach." No dollar synergy estimate, cost-base percentage, or phase-in timeline was disclosed in the filings reviewed. On the financial advisory side, Evercore acted as exclusive financial advisor to Palomar and J.P. Morgan acted as exclusive financial advisor to Gray Surety. On the legal side, DLA Piper LLP (US) represented Palomar and Kirkland & Ellis LLP represented Gray Surety. The original agreement called for closing conditions including expiration or termination of HSR Act waiting periods, required insurance regulatory approvals, and other customary closing conditions, with an outside termination date of March 27, 2026 (extendable to May 27, 2026 under the agreement's terms). No standalone termination fee was disclosed in the purchase agreement. The transaction has since closed. On January 30, 2026, the parties amended the purchase agreement to provide that closing would be effective on the last day of the month in which closing conditions were satisfied. The transaction closed on January 31, 2026, as disclosed in a Form 8-K filed February 2, 2026 (Items 1.01, 2.01, 2.03, 7.01 and 9.01). At closing, Palomar paid approximately $311 million in cash for Gray Surety's equity interests (reflecting the post-closing purchase-price adjustment from the originally disclosed $300 million), funded with proceeds from a new Term Loan and cash on hand. In connection with the closing, Palomar also entered into a new unsecured credit agreement on January 27, 2026 with U.S. Bank National Association (administrative agent), KeyBank National Association (syndication agent), and Citizens Bank, The Huntington National Bank, PNC Bank and Wells Fargo Bank as co-documentation agents, providing $450 million of unsecured credit facilities (a $150 million revolver and a $300 million term loan, maturing January 27, 2031, plus an uncommitted $100 million incremental facility), with proceeds usable for general corporate purposes, permitted acquisitions including this transaction, and refinancing of existing debt. Borrowings bear interest at Term SOFR or the Alternate Base Rate plus a margin of 1.5%-1.75% (Term SOFR) or 0.5%-0.75% (Alternate Base Rate), determined by Palomar's Debt to Capital Ratio. Obligations are guaranteed by several Palomar insurance subsidiaries pursuant to a Guaranty dated January 27, 2026. JPMorgan Chase Bank also participated in the term loan. Announcing the closing, Mac Armstrong said, "This transaction meaningfully strengthens Palomar surety franchise. It adds scale and geographic reach, complements our existing operations and puts us well on our way to building a market leader in the attractive surety sector." No EPS accretion/dilution guidance, pro forma combined financial metrics, or integration cost figures were disclosed in the filings reviewed. Gray Surety is now listed among Palomar's insurance subsidiaries with an "A" (Excellent) A.M. Best financial strength rating.

Velocity Financial, Inc., a Westlake Village, California-based real estate finance company, announced on August 27, 2026 a definitive agreement to acquire the operating platform of Toorak Capital LLC, a business-purpose lending and asset management platform majority owned by funds advised by affiliates of KKR. Toorak had also separately agreed to sell its approximately $3 billion portfolio of business-purpose loans to a third-party investment firm, with Velocity entering into a related agreement to manage that acquired portfolio and to sell future Toorak loan production to the same counterparties. The combined platform and portfolio transactions were valued at approximately $3.2 billion based on Toorak's consolidated balance sheet as of June 30, 2026. This extraction is sourced from Velocity Financial's 8-K press release exhibit filed with the SEC on August 27, 2026, announcing the signed definitive agreement. The deal was still pending at the time of this filing, with Velocity expecting the acquisition to close in the fourth quarter of 2026 subject to customary closing conditions. Barclays Capital Inc. served as exclusive financial advisor to Velocity, the acquirer, while Piper Sandler & Co. served as exclusive financial advisor to both Toorak and its majority owner KKR. Each bank held a sole, lead advisory mandate on its respective side of the transaction. On the legal side, Simpson Thacher & Bartlett LLP and Morgan, Lewis & Bockius LLP served as legal counsel to Velocity, while Dechert LLP served as legal counsel to both Toorak and KKR. The acquisition of Toorak's operating platform by Velocity was structured as a 100% cash purchase, encompassing Toorak's direct U.S. origination business (Merchants Mortgage & Trust Corporation) and its lending operations in both the United States and the United Kingdom. Toorak, founded in 2016 with KKR backing, had funded over $20 billion in cumulative loan volume across nearly 43,000 loans since inception; its approximately 280 employees, including Founder and CEO John Beacham, were expected to continue with the business, which will become a subsidiary of Velocity Commercial Capital, LLC. The press release does not disclose the specific cash purchase price allocated to the operating platform acquisition alone, separate from the $3.2 billion combined platform-and-portfolio valuation, nor does it name the third-party investment firm purchasing Toorak's existing loan portfolio or disclose financial advisory fees paid to Barclays or Piper Sandler.

HBT Financial, Inc., a financial services company, is acquiring Tri-County Financial Group, Inc., a publicly traded firm in the financial institutions and services sector trading under ticker TYFG, in an all-stock merger transaction. The disclosed transaction value is $204,600,000 in U.S. dollars. This is a merger and acquisition within the financial institutions sector, representing a significant consolidation move in regional banking. The transaction was announced on August 10, 2026, as disclosed in a Form 8-K filing submitted to the SEC and available through SEC EDGAR. The deal has been announced but the current status does not indicate whether it has closed or remains subject to regulatory approval and customary closing conditions. No expected closing date has been disclosed in the available source materials. HBT Financial engaged Piper Sandler & Co. as its lead financial advisor on the transaction. On the target side, Tri-County Financial Group retained Performance Trust Capital Partners, LLC as its lead financial advisor. Both advisors served in the capacity of lead financial advisor to their respective clients, with no co-advisors or co-managers identified in the available disclosure. The roles and responsibilities of each advisor beyond the lead advisory designation have not been specified in the source materials. No legal advisors or counsel to either party have been identified in the available disclosure documents. The transaction is structured as a merger, with the disclosed consideration totaling $204,600,000. However, the specific consideration mix, including whether payment will be made entirely in HBT Financial common stock or through some combination of stock, cash, and other consideration, has not been disclosed. The precise exchange ratio or per-share consideration for Tri-County Financial Group shareholders remains undisclosed. The announcement provides limited detail on deal terms and conditions. While the transaction value and general structure are known, critical details remain unavailable: the specific composition of consideration (equity, cash, debt instruments, or combinations thereof), any earnout provisions or contingent consideration, the per-share or per-unit economics for Tri-County shareholders, anticipated closing conditions or regulatory approvals required, any termination provisions or reverse termination fees, and the precise effective date or expected closing timeline have not been disclosed in the available source material.

First Hawaiian, Inc., a financial institutions sector company trading under ticker FHB, has agreed to acquire TriCo Bancshares, ticker TCBK, also in the financial institutions sector, in an all-stock merger valued at approximately $2.02 billion. The deal was announced on July 13, 2026, in a current report on Form 8-K filed with the SEC that included a joint press release and investor presentation. Under the terms of the agreement, each TriCo share will be exchanged for 2.095 shares of First Hawaiian common stock, equivalent to $63.12 per TriCo share based on First Hawaiian's July 10, 2026 closing price. The transaction is valued at approximately 1.98 times TriCo's tangible book value and 14.4 times TriCo's estimated 2027 earnings per share, or 10.7 times on a fully synergized basis. At closing, First Hawaiian shareholders are expected to own approximately 65 percent of the combined company, with TriCo shareholders owning the remaining 35 percent. First Hawaiian Chief Executive Officer Bob Harrison said TriCo is "an ideal partner to execute this next phase of our growth: a well-managed, relationship-focused bank in California with a strong deposit franchise, disciplined credit culture, experienced local leadership and deep commitment to its communities." TriCo Chief Executive Officer Rick Smith said First Hawaiian "shares those values and brings the scale, capital strength and broader product capabilities to help us do even more for our customers and communities." The combined bank is expected to have approximately $34 billion in total assets, $21.5 billion in loans and $29.2 billion in deposits across 117 branches, making it the sixth largest bank headquartered in the western United States. The California franchise will continue to operate as Tri Counties Bank, a division of First Hawaiian Bank, with no branch closures anticipated. First Hawaiian disclosed expected annual run-rate cost savings of $61 million pretax, equal to approximately 25 percent of TriCo's estimated 2026 cash non-interest expense base, with 50 percent of those savings phased in during 2027 and the full amount realized thereafter. The company estimates the deal will be accretive to earnings per share by approximately 1 percent on a 50-percent-phased-in basis and by approximately 6 percent once synergies are fully phased in, with tangible book value dilution of approximately 4.7 percent and an earnback period of approximately 2.8 years. First Hawaiian also disclosed one-time pretax merger and integration costs of approximately $125 million and a credit mark on acquired loans of approximately $135 million, or 1.8 percent of TriCo's gross loans. On the financial advisory side, Keefe, Bruyette & Woods, A Stifel Company served as the lead financial advisor to the target, TriCo Bancshares, while Holland & Knight LLP served as TriCo's legal counsel. For the acquirer, First Hawaiian, Evercore acted as the lead financial advisor and Sullivan & Cromwell LLP served as legal counsel. Both financial advisors held lead roles in their respective engagements advising each party on the transaction. As part of the agreement, four current TriCo directors, including Rick Smith, are expected to join the boards of First Hawaiian and First Hawaiian Bank at closing, with three additional TriCo directors to be mutually agreed upon before the transaction closes. The transaction has not yet closed. It remains subject to approval by both companies' shareholders and customary regulatory approvals, with First Hawaiian's and TriCo's special shareholder meetings scheduled for October 29, 2026. The companies have targeted closing by the end of the fourth quarter of 2026.

First Mid Bancshares, Inc., a financial institutions sector company trading under ticker FMBH, acquired Two Rivers Financial Group, Inc. (OTCQX: TRVR), the holding company for Two Rivers Bank & Trust, in an all-stock merger originally valued at approximately $94.1 million. The deal was announced October 30, 2025, in a Form 8-K that included a joint press release and investor presentation, with the merger agreement dated October 29, 2025. The transaction closed on February 28, 2026, with First Mid issuing a press release confirming completion on March 2, 2026. Under the terms of the merger agreement, each share of Two Rivers common stock was converted into the right to receive 1.225 shares of First Mid common stock, with cash paid in lieu of fractional shares. Based on First Mid's October 28, 2025 closing price of $36.80, the deal was announced at an implied aggregate value of approximately $94.1 million; the S-4 proxy statement/prospectus later recalculated the implied value at approximately $92.6 million using First Mid's October 29, 2025 closing price of $36.24 and the 2,086,645 Two Rivers shares outstanding as of the merger agreement date. At closing, First Mid issued approximately 2,539,879 shares of common stock to former Two Rivers shareholders. The investor presentation filed with the announcement disclosed valuation multiples of 104% of Two Rivers' tangible book value (as of September 30, 2025), an 80% pay-to-trade multiple, 8.5 times Two Rivers' estimated 2026 earnings per share, and 5.3 times 2026E EPS including fully phased-in cost savings. First Mid disclosed expected pro forma ownership of approximately 90% First Mid shareholders and 10% former Two Rivers shareholders. First Mid projected approximately 12.3% accretion to 2027 estimated EPS (approximately 11.3% excluding CECL double-count), tangible book value dilution of approximately 4.3% (3.7% excluding CECL), and a tangible book value per share earnback period of 2.1 years (1.9 years excluding CECL). Pro forma combined metrics at closing were disclosed as approximately $9.0 billion in total assets, $6.7 billion in total loans, $7.3 billion in total deposits, a CET1 ratio of approximately 12.8%, tangible common equity to tangible assets of approximately 8.8%, 2027E return on average assets of approximately 1.30%, and 2027E return on average tangible common equity of approximately 15%. First Mid's own closing press release put the combined company at $9.1 billion in total assets following the transaction. First Mid disclosed expected cost savings equal to approximately 27% of Two Rivers' noninterest expense base, with 50% phased in during 2026 and the full amount realized in subsequent years, alongside one-time pretax restructuring costs of $14.5 million. Revenue synergies were described as identified but not modeled into the financial projections. Purchase accounting marks disclosed in the investor presentation included an estimated $11.6 million pretax credit mark on Two Rivers' loan portfolio (1.3% of loans as of September 30, 2025, split 40% PCD and 60% non-PCD), a $38.3 million loan interest rate write-down accreted over five years, $16.2 million of available-for-sale securities AOCI accreted over seven years, a $1.9 million held-to-maturity securities write-down accreted over eight years, a core deposit intangible equal to 3.50% of non-time deposits amortized over 10 years, and a customer list intangible equal to 0.40% of assets under management amortized over 15 years. Two Rivers, as of September 30, 2025, reported approximately $1.1 billion in total assets, $901 million in loans, $988 million in deposits, $116 million in wealth management assets under management, and 14 branches concentrated in Burlington, Fort Madison, Des Moines, Iowa City and Henry County, Iowa, where it held leading or top-five deposit market share in several markets. Two Rivers reported a return on average assets of 0.97%, a leverage ratio of 11.6%, core deposits equal to 93% of total deposits, loan loss reserves of 1.29% of loans, and trailing-twelve-month net charge-offs of 0.13% of average loans. As of year-end 2025, per First Mid's closing press release, Two Rivers held approximately $1.2 billion in assets, $883 million in loans and $1.0 billion in deposits. The S-4 registration statement/proxy statement-prospectus, filed December 23, 2025, disclosed that the relationship between the two companies traced back to 2012 and that Two Rivers had worked with D.A. Davidson as its financial advisor for the prior decade, periodically modeling potential sale or merger scenarios including with First Mid. Formal deal discussions began June 4, 2025, when D.A. Davidson contacted First Mid CEO Joseph Dively about a confidentiality agreement; confidentiality agreements were executed June 10, 2025, and First Mid began due diligence via a data room on June 11, 2025. On July 22, 2025, First Mid's financial advisor Keefe, Bruyette & Woods delivered a non-binding indication of interest proposing an exchange ratio of 1.175 First Mid shares per Two Rivers share, implying an aggregate value of approximately $96 million based on First Mid's July 17, 2025 closing price of $39.08. On August 1, 2025, First Mid submitted a revised indication of interest raising the exchange ratio to 1.225 shares, which the Two Rivers board authorized management to pursue at an August 7, 2025 board meeting, with Dickinson, Bradshaw, Fowler & Hagen, P.C. and D.A. Davidson advising on legal and financial considerations. The indication of interest, executed August 8, 2025, included a 60-day exclusivity period for confirmatory and reverse diligence and merger agreement negotiation. The proxy does not describe a competitive sale process involving bidders other than First Mid. D.A. Davidson rendered its fairness opinion to the Two Rivers board on October 29, 2025, opining that the 1.225 exchange ratio was fair, from a financial point of view, to Two Rivers shareholders, based on review of the draft merger agreement, public filings, management projections for both companies, comparable public company and precedent transaction data, and discounted cash flow analyses; the specific multiples and comparable companies used in those analyses were not captured from the summary reviewed. Keefe, Bruyette & Woods, Inc. served as exclusive financial advisor to First Mid, and ArentFox Schiff LLP served as First Mid's legal counsel. D.A. Davidson & Co. served as exclusive financial advisor to Two Rivers and rendered the fairness opinion; Barack Ferrazzano Kirschbaum & Nagelberg LLP and Dickinson, Bradshaw, Fowler & Hagen, P.C. served as Two Rivers' legal counsel. Shareholders, directors and officers holding approximately 23.5% of Two Rivers' outstanding shares (490,148.5 shares) entered into a voting agreement committing to vote in favor of the merger. The merger agreement provided for a termination fee of $3,625,000 payable by Two Rivers to First Mid under specified circumstances, including termination following a breach of Two Rivers' no-solicitation covenant where a competing proposal was announced and later consummated, or termination by Two Rivers to accept a superior proposal. Required regulatory approvals included the Federal Reserve Board, the Iowa Division of Banking, and the Office of the Comptroller of the Currency for the subsequent bank-level merger, plus a post-approval antitrust waiting period and SEC effectiveness of the registration statement; the merger agreement set an outside termination date of August 31, 2026, and gave Two Rivers a right to terminate if First Mid's stock price fell below $29.15 and underperformed the Nasdaq Bank Index by more than 20%. The transaction closed on February 28, 2026, with Two Rivers merging into First Mid's subsidiary Star Sub LLC. First Mid also assumed approximately $10.31 million in Two Rivers' junior subordinated debt securities due March 15, 2035, and approximately $20.07 million in outstanding loans owed to Bankers' Bank. Two Rivers' outstanding equity awards fully vested upon closing. First Mid's closing press release quoted CEO Joe Dively stating the company had "worked closely with the Two Rivers team over the last few months to ensure a smooth transition" and that First Mid would "welcome Two Rivers' customers and employees to First Mid." Systems conversion for Two Rivers' customers was scheduled for June 2026, with customers to be notified in advance of any account changes. Shane Zimmerman, Two Rivers Bank & Trust's President and CEO, was expected to join First Mid as an Executive Vice President, Divisional President, under retention arrangements for Two Rivers' leadership team disclosed in the investor presentation.

Figure Technology Solutions, Inc., ticker FIGR, a company operating in the fig sector, is the acquirer in this leveraged finance transaction. The deal involves a bridge loan facility with a disclosed size of $600,000,000 in USD. This is a levfin product subtype classified as a bridge loan facility, which typically provides interim financing pending longer-term capital sourcing or refinancing. The transaction was announced and sourced from an SEC EDGAR filing published on June 10, 2026. The specific form type has not been identified from available data. The deal is currently in announced status, meaning it has been publicly disclosed but may not yet have closed. Bank of America, N.A. is serving as the sole administrative agent for the Bridge Facility and is identified as a lead financial advisor to the acquirer. BofA Securities, Inc. and Barclays Bank PLC are serving jointly as lead arrangers and bookrunners for the Bridge Facility, also in a lead capacity. Both BofA Securities and Barclays are explicitly named in the source material as fulfilling the roles of lead arrangers and bookrunners for this facility. No legal advisors have been identified or extracted from the available transaction data. The transaction is structured as a bridge loan facility with a principal amount of $600,000,000. Beyond the identification of the facility type and size, no additional details regarding consideration mix, pricing, tenor, financial covenants, or other facility-specific terms have been disclosed in the available documentation. Several material facts remain undisclosed or unknown at this time. The expected closing date for the transaction has not been provided. The purpose or end use of bridge financing proceeds is not stated. The identity of the target company or asset being acquired is not disclosed. The form type of the SEC filing itself has not been identified. No information regarding any syndication, commitments from other lenders, or the ultimate term loan or refinancing structure contemplated has been made available. Additionally, whether other financial or legal advisors are involved in the transaction remains unknown based on the extracted data.

This transaction is a divestiture in which RenaissanceRe Holdings Ltd (ticker RNR), a financial institutions group (FIG) sector company, is acquiring a reinsurance business, Validus Re. The deal is classified under the M&A product group as a sale of a reinsurance business, with a disclosed value of $4,500,000,000. The facts block is sourced from a single SEC filing: an 8-K filed with SEC EDGAR and published on May 22, 2023. The deal's current status is pending regulatory approval. On the financial advisory side, both Evercore Group L.L.C. and J.P. Morgan Securities LLC acted as financial advisors on the target side, representing AIG, the seller of the Validus Re business. No lead designation was specified for either advisor in the facts block, and no financial advisors were disclosed on the acquirer side (RenaissanceRe). Legal counsel was disclosed on the target side as well: Wachtell, Lipton, Rosen & Katz and Debevoise & Plimpton LLP both acted as legal counsel for AIG. No legal advisors were identified for RenaissanceRe in the facts block. Beyond the $4,500,000,000 disclosed value and the characterization of the deal as a divestiture or sale of a reinsurance business, no further detail on deal structure, such as whether consideration is cash, stock, or some combination, was provided in the facts block. Several facts are not disclosed in the source material. No financial or legal advisors are named on the acquirer (RenaissanceRe) side of the transaction. The facts block also does not specify an expected closing date, nor does it detail the consideration structure beyond the aggregate value of $4,500,000,000.

This deal involves Huntington Bancshares Inc /MD/ (ticker HBAN), a financial-institutions-group (fig) sector company, as the acquirer of Veritex Holdings, Inc., in an all-stock merger. The transaction falls under the M&A product group, and its disclosed value is $1,900,000,000. The facts are sourced from an 8-K filing with the SEC via EDGAR, published July 14, 2025. The deal's status is pending regulatory, indicating it had not yet closed as of that filing. Multiple financial advisors are disclosed. On the acquirer side, Evercore and Commerce Street Capital, LLC are both serving as financial advisors to Huntington, per the source sentence naming both together, with no lead designation specified for either. On the target side, Keefe, Bruyette & Woods, a Stifel Company, is serving as financial advisor to Veritex, also without a specified lead designation. Legal advisors are disclosed for both sides: Wachtell, Lipton, Rosen & Katz is serving as legal advisor to the acquirer, Huntington, while Simpson Thacher & Bartlett LLP is serving as legal advisor to the target, Veritex. Beyond classifying the transaction as an all-stock merger valued at $1,900,000,000, the facts block does not specify the exchange ratio or the pro forma ownership split between Huntington and Veritex shareholders following the merger. Several facts are not disclosed in this record. No expected closing date is given. The facts block does not specify the exchange ratio for the stock merger, and it does not indicate lead-advisor status for either Evercore or Commerce Street Capital on the Huntington side, or for Keefe, Bruyette & Woods on the Veritex side.

This is a cash acquisition in the fig sector in which Exodus Movement, Inc. (ticker EXOD) is acquiring W3C Corp. The product group is M&A, and the disclosed transaction value is $175,000,000. The facts are sourced from an 8-K filed with the SEC via EDGAR, published on November 25, 2025. The deal's current status is pending regulatory review. Financial advisory roles are disclosed for both sides, without a lead designation specified. D.A. Davidson is serving as financial advisor to W3C, the target, per the statement "D.A. Davidson is serving as financial advisor and Latham & Watkins, LLP as legal counsel to W3C." On the acquirer side, Perella Weinberg is serving as financial advisor to Exodus, consistent with the language "Perella Weinberg is serving as financial advisor to Exodus." Legal advisors are disclosed for both sides. Latham & Watkins, LLP is serving as legal counsel to W3C, the target. On the acquirer side, Gibson, Dunn & Crutcher LLP and Hogan Lovells are both acting as legal counsel to Exodus, with Gibson Dunn specifically noted as lead M&A counsel, per the source sentence "Gibson, Dunn & Crutcher LLP and Hogan Lovells are legal counsel to Exodus, with Gibson Dunn serving as lead M&A counsel." Beyond the classification of this transaction as a cash acquisition with a disclosed value of $175,000,000, no further detail on payment structure, financing sources, or other specific terms is included in the facts provided. Several items are not disclosed in this record: no detail on financing sources for the cash consideration is provided, and no expected closing date is given beyond the pending-regulatory status.

Mid Penn Bancorp, Inc. (NASDAQ: MPB), headquartered in Harrisburg, Pennsylvania, completed its acquisition of William Penn Bancorporation (NASDAQ: WMPN), the Bristol, Pennsylvania-based holding company for William Penn Bank, after the close of business on April 30, 2025. William Penn merged with and into Mid Penn, and William Penn Bank was simultaneously merged into Mid Penn Bank, with Mid Penn Bank as the surviving institution. The transaction was announced on November 1, 2024, when the companies entered into a definitive Agreement and Plan of Merger dated October 31, 2024, and it closed within the timeframe management had targeted of the first half of 2025. The deal was structured as an all-stock transaction. Each share of William Penn common stock was converted into the right to receive 0.426 shares of Mid Penn common stock, with cash paid in lieu of fractional shares. At announcement on November 1, 2024, based on Mid Penn's October 30, 2024 closing stock price of $31.88, the implied value was approximately $13.58 per William Penn share, or approximately $127 million in the aggregate. By the time Piper Sandler rendered its fairness opinion on October 31, 2024, the firm calculated an aggregate implied transaction value of approximately $128.45 million and an implied price of $13.68 per William Penn share, based on 9,208,217 shares outstanding (including restricted stock awards) and 1,264,000 options with a weighted-average exercise price of $11.71. At closing, Mid Penn issued approximately 3,601,407 shares of common stock to William Penn shareholders, plus up to an additional 538,464 shares issuable upon exercise of assumed former William Penn stock options; the completed deal was ultimately described by the company as valued at approximately $120 million. William Penn's options were converted into Mid Penn equivalent options using the same 0.426 exchange ratio, with exercise prices adjusted accordingly. On valuation multiples, Piper Sandler's fairness-opinion analysis calculated the transaction price per share at 102% of William Penn's tangible book value per share, a 1.0% tangible book premium to core deposits (deposits excluding CDs over $100,000), and a 7.3% premium to William Penn's October 29, 2024 closing market price. Price-to-earnings multiples were deemed "not meaningful" (NM, defined as a multiple above 40.0x or below 0.0x) because William Penn's trailing and projected earnings were minimal to negative at the time. In a comparison against a nationwide group of 15 bank and thrift transactions announced between January 1, 2023 and October 29, 2024 with target assets of $500 million to $5.0 billion, the Mid Penn/William Penn deal's 102% price-to-tangible-book multiple compared to a peer-group median of 108% (mean 106%, range 31%-171%), and its 7.3% one-day market premium compared to a median of 39.6% (mean 38.4%) for the precedent group. Piper Sandler's pro forma transaction analysis, assuming a June 30, 2025 close, concluded the merger could be accretive to Mid Penn's estimated earnings per share (excluding one-time transaction costs) for 2025 through 2027, while being dilutive to Mid Penn's estimated tangible book value per share at close and in 2025 and 2026, turning accretive to tangible book value in 2027; no specific accretion/dilution percentages were disclosed in the sections reviewed. The joint proxy statement/prospectus separately disclosed Mid Penn's after-tax estimated merger-related charges of $9.3 million, reflected as an adjustment to the pro forma balance sheet. The pro forma financial statements explicitly excluded any dollar estimate of anticipated cost savings or revenue enhancements; the filing discusses expected cost savings and synergies only in qualitative terms (e.g., consolidating personnel, benefits plans, premises, and systems), without a disclosed dollar figure, percentage of expense base, or phase-in schedule. At announcement, William Penn operated 12 branches across Pennsylvania and New Jersey from its Bristol, PA headquarters, with approximately $812 million in total assets, $465 million in total loans, and $630 million in total deposits as of September 30, 2024. Mid Penn had approximately $5 billion in total assets at announcement. The combined company was expected to have approximately $6.3 billion in total assets, $4.9 billion in total loans, and $5.3 billion in total deposits based on September 30, 2024 data; the actual combined company had approximately $6.3 billion in total assets at closing. Concurrent with the merger announcement, and independent of the merger's completion, Mid Penn also priced a public common stock offering (initially sized at approximately $50 million, later increased to approximately $75 million base amount), ultimately raising approximately $76.5 million of net proceeds through the November 5, 2024 issuance of 2,731,250 shares at $29.50 per share, to support capital levels, commercial real estate concentration ratios, and future growth; the merger's closing was not contingent on completion of the offering. Mid Penn Chair, President and CEO Rory G. Ritrievi said the combination would "bolster Mid Penn's presence in the attractive greater Philadelphia metro area market, aligning with our strategic plan of disciplined growth in the southeastern region of Pennsylvania and the southern region of New Jersey." William Penn Chairman, President and CEO Kenneth J. Stephon said the merger "allows our shareholders to participate in a fabulous long-term growth opportunity while also providing them with immediate value" and would let William Penn "accelerate our growth far more rapidly than we could as an independent company." Upon closing, Stephon joined Mid Penn's and Mid Penn Bank's boards of directors, became Vice Chairman of Mid Penn Bank, and was named Chief Corporate Development Officer of both Mid Penn and Mid Penn Bank under a new three-year employment agreement providing a $400,000 annual base salary, a $900,000 retention bonus payable in three annual installments, and an annual $50,000 deferred-compensation contribution; the joint proxy statement/prospectus separately disclosed a one-time cash bonus of $2,074,776 payable to Stephon immediately prior to closing. William Penn's remaining non-employee directors were offered paid three-year terms on a Mid Penn Bank advisory board. The joint proxy statement/prospectus (Form S-4, File No. 333-284342, declared effective February 7, 2025) disclosed that William Penn ran a multi-party sale process beginning in early 2024: its board, advised by Piper Sandler, rejected an approach from "Company A" at an implied $9.00 per share as inadequate, then had Piper Sandler solicit seven potential acquirers (including Mid Penn) under a confidential information memorandum. Of those, five signed confidentiality agreements, and four (Mid Penn, and "Company B," "Company D," and "Company E") submitted non-binding indications of interest in August 2024, ranging from $10.43 to $12.80 implied value per share; Mid Penn's initial indication implied $11.87 per share at the 0.426 exchange ratio. William Penn's board rejected Company B (whose stock traded at a premium to peers but with a newer, less-experienced management team and no presence in William Penn's market) and Company E (inadequate price), and Company D later withdrew for unrelated reasons, leaving Mid Penn as the remaining bidder; William Penn and Mid Penn signed an exclusivity agreement on September 11, 2024, running to November 4, 2024. Piper Sandler delivered its fairness opinion to William Penn's board and KBW delivered its fairness opinion to Mid Penn's board, both dated October 31, 2024, the date the merger agreement was executed. Piper Sandler's fee for advising William Penn was contingent on closing and equal to 1.25% of the aggregate purchase price (approximately $1.6 million at announcement), with a $250,000 opinion fee credited against that amount. The merger agreement, filed as Exhibit 2.1 to Mid Penn's November 1, 2024 Form 8-K, provided for a termination fee of $4,900,000 payable by William Penn to Mid Penn under certain circumstances, including if William Penn's board changed its recommendation or accepted a superior proposal. Closing conditions included approval by both companies' shareholders, effectiveness of Mid Penn's Form S-4 registration statement, Nasdaq listing approval for the shares to be issued, receipt of required bank regulatory approvals without materially adverse conditions, and customary bring-down of representations and warranties, alongside receipt by each party of a tax opinion that the merger would qualify as a reorganization under Section 368(a) of the Internal Revenue Code. Directors and executive officers of both companies representing approximately 9.2% of William Penn's and 8.9% of Mid Penn's outstanding shares signed affiliate/voting letters agreeing to vote in favor of the transaction. Beginning January 20, 2025, certain purported William Penn shareholders sent demand letters alleging disclosure deficiencies in the Form S-4; neither company believed any resulting demands or litigation would have a material adverse effect on its financial position.

This transaction is an all-stock merger in which Mid Penn Bancorp Inc (ticker MPB), a company in the financial institutions group (FIG) sector, is the acquirer of William Penn Bancorporation, the target. The deal is classified under the M&A product group, with a disclosed value of $120,000,000. The facts block is sourced from a single SEC filing: an 8-K filed with SEC EDGAR and published on May 1, 2025. The deal's current status is pending regulatory approval. On the financial advisory side, Piper Sandler & Co. served as financial advisor to William Penn, the target, rendering a fairness opinion to William Penn's board of directors, and is designated as lead advisor. On the acquirer side, Stephens Inc. served as financial advisor to Mid Penn and is also designated as lead advisor, while Keefe, Bruyette & Woods, a Stifel Company, separately rendered a fairness opinion to Mid Penn's board without a lead designation specified. Legal counsel was also disclosed for both sides. Pillar + Aught served as legal advisor to Mid Penn, the acquirer. Kilpatrick Townsend & Stockton LLP served as legal advisor to William Penn, the target. Beyond the all-stock characterization of the merger and the disclosed $120,000,000 deal value, the facts block does not provide the specific exchange ratio or other detailed terms of the stock consideration. Several facts are not disclosed in the source material. The facts block does not specify the exchange ratio for the all-stock consideration, nor does it give an expected closing date for the transaction.