{"url_path":"/sec/bfc/8-k/2026-05-19/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 ****Entry Into a Material Definitive Agreement**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-19","source_url":"https://www.sec.gov/Archives/edgar/data/1746109/0001104659-26-063919-index.html","accession_number":"0001104659-26-063919","cik":"0001746109","ticker":"BFC","issuer_name":"Bank First Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/1746109/0001104659-26-063919-index.html","primary_entity_key":"0001746109","primary_entity_name":"Bank First Corp"},"word_count":2210,"has_tables":true,"body_markdown":"** **\n\n \n\n \n\n \n\n \n\n \n\n**Item 1.01****Entry Into a Material Definitive Agreement**\n\n \n\nOn May 19, 2026, Bank First Corporation, a Wisconsin\ncorporation (“BFC”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with PSB Holdings,\nInc., a Wisconsin corporation (“PSB”), whereby PSB will be merged with and into BFC (the “Merger”). Pursuant to\nentering into the Merger Agreement, BFC’s wholly-owned subsidiary bank, Bank First, N.A. (“Bank First”), and PSB’s\nwholly-owned subsidiary bank, Peoples State Bank (“Peoples State Bank”), will enter into a Bank Plan of Merger and Merger\nAgreement whereby Peoples State Bank will be merged with and into Bank First immediately following the merger of PSB with and into BFC\nwith Bank First continuing as the surviving bank.\n\n \n\nThe Merger Agreement has been unanimously approved\nby the boards of directors of BFC and PSB. The transaction is expected to close in the fourth quarter of 2026, subject to customary closing\nconditions discussed below.\n\n \n\n*Merger Consideration*. Pursuant to the Merger\nAgreement, each outstanding share of PSB common stock issued and outstanding immediately prior to the effective time of the Merger will\nbe converted into the right to receive 0.3470 shares of common stock of BFC. Notwithstanding the foregoing, the aggregate merger consideration\nis subject to a downward adjustment if PSB’s tangible book value (as calculated per the Merger Agreement) is less than $122,837,000\nat the effective time of the Merger. Each outstanding share of BFC’s common stock shall remain outstanding and unaffected by the\nMerger. In addition, each outstanding share of PSB preferred stock will be converted into the right to receive consideration pursuant\nto a preferred stock transaction to be entered into prior to, and effective as of, the closing, pursuant to which BFC intends to enter\ninto binding agreements to purchase all outstanding shares of PSB preferred stock from the holders thereof. If BFC does not enter into\nsuch agreements with all holders of PSB preferred stock, then each outstanding share of PSB preferred stock will instead be converted\ninto the right to receive one share of a newly designated series of preferred stock of BFC having rights, preferences and privileges that,\ntaken as a whole, are substantially comparable to, and not materially less favorable than, those of the PSB preferred stock immediately\nprior to the effective time.\n\n \n\n*Representations and Warranties*. The Merger\nAgreement contains usual and customary representations and warranties that BFC and PSB made to each other as of specific dates. The assertions\nembodied in those representations and warranties were made solely for purposes of the contract between BFC and PSB and may be subject\nto important qualifications and limitations agreed to by the parties in connection with negotiating certain terms. Moreover, certain of\nthe representations and warranties are subject to a contractual standard of materiality that may be different from what may be viewed\nas material to shareholders, and the representations and warranties may have been used to allocate risk between BFC and PSB rather than\nestablishing matters of fact. For the foregoing reasons, no one should rely on such representations, warranties, covenants or other terms,\nprovisions or conditions as statements of factual information regarding BFC or PSB at the time they were made or otherwise. The representations\nand warranties of the parties will not survive the closing.\n\n \n\n*Covenants; No Solicitation.* Each\nparty also has agreed to customary covenants, including, among others, covenants relating to the conduct of its business during the\ninterim period between the execution of the Merger Agreement and the consummation of the Merger. Additionally, PSB has agreed (i)\nnot to initiate, solicit, induce or knowingly encourage, or take any action to facilitate the making of any acquisition proposal or,\nsubject to certain exceptions, participate in discussions or negotiations regarding, or furnish any non-public information relating\nto, any acquisition proposal and (ii) subject to certain exceptions, not to withdraw or modify, in a manner adverse to BFC, the\nrecommendation of the PSB board of directors that PSB’s shareholders approve the Merger Agreement and the Merger. In the event\nthat PSB receives an acquisition proposal that the PSB board of directors determines is superior to the\nMerger, BFC will have an opportunity to match the terms of such proposal, subject to certain requirements.\n\n \n\n \n\n \n\n*Conditions to Closing*. Consummation of\nthe Merger is subject to various customary conditions, including, among others, (i) approval of the Merger Agreement and the Merger by\nshareholders of PSB; (ii) the shares of BFC common stock to be issued in the Merger having been approved for listing on the National Market\nSystem of The Nasdaq Stock Market (“NASDAQ”); (iii) the receipt of certain regulatory approvals; (iv) no injunctions or other\nlegal restraints preventing the consummation of the Merger; (v) the U.S. Securities and Exchange Commission (“SEC”) having\ndeclared effective BFC’s registration statement covering the issuance of shares of BFC’s common stock, and, if necessary,\nthe new series of BFC preferred stock, in the Merger; (vi) the receipt by each party of a tax opinion to the effect that the Merger will\nqualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended; (vii) the accuracy\nof representations and warranties of the parties and compliance by the parties with their respective covenants and obligations under the\nMerger Agreement (subject to customary materiality qualifiers); and (viii) the absence of a material adverse effect with respect to PSB\n(and, in certain respects, BFC), as specified in the Merger Agreement.\n\n \n\n*Termination*. The Merger Agreement may be\nterminated in certain circumstances, including: (i) by mutual written agreement of the parties, (ii) by either party if any regulatory\napproval required for consummation of the transactions contemplated by the Merger Agreement has been denied by final non-appealable action\nby the relevant governmental authority or an application for such approval has been permanently withdrawn at the request of a governmental\nauthority, (iii) by either party if the approval of the shareholders of PSB is not obtained, (iv) by either party in the event of a material\nbreach by the other party of any representation, warranty or covenant contained in the Merger Agreement and such breach is not cured within\nthe earlier of thirty days or two days prior to the expiration of the Merger Agreement, (v) by either party if the Merger is not consummated\non or before December 4, 2026 (subject to extension to February 19, 2027), (vi) by BFC if PSB’s board of directors breaches its\nobligation not to solicit any acquisition proposal, changes its recommendation with respect to the Merger in accordance with the terms\nof the Merger Agreement, or breaches its obligation to call a special PSB shareholder meeting to vote on the Merger, or (vii) by PSB in\norder to enter into an agreement to a superior proposal.\n\n \n\nPSB also\nhas the right to terminate the Merger Agreement in the event that (A) the price of BFC’s common stock declines by more than 15%\nfrom May 18, 2026, and (B) the decline of the price of BFC’s common stock is 15% greater than the change in the price of the NASDAQ\nBank Index over the same period of time. In the event that such a decline in the price of BFC’s common stock occurs, BFC shall have\nthe right, but not the obligation, to “fill” the decline by adjusting the merger consideration as further described in the\nMerger Agreement.\n\n \n\n*Termination Fee.* PSB will pay BFC a termination\nfee equal to $8,117,163 in the event (i) the Merger Agreement is terminated by BFC because PSB’s board of directors breaches\nits obligation not to solicit any acquisition proposal, changes its recommendation with respect to the Merger in accordance with the terms\nof the Merger Agreement, or breaches its obligation to call a special PSB shareholder meeting to vote on the Merger, (ii) PSB terminates\nthis agreement in order to accept a superior proposal, or (iii) the Merger Agreement is terminated (A) by either BFC or PSB because the\nrequired PSB shareholder approval is not obtained or (B) the Merger Agreement is terminated by BFC because of PSB’s material breach\nof representations, warranties or covenants, and, in the case of clause (iii), an acquisition proposal was publicly announced or received\nprior to termination and PSB enters into or completes such an acquisition transaction within 12 months following such termination (subject\nto the thresholds specified in the Merger Agreement).\n\n \n\n*Corporate Governance.* Pursuant to the Merger\nAgreement, BFC will expand its board of directors by one seat to appoint one member of PSB’s board to be selected by BFC in its\ndiscretion following the Effective Time and no later than BFC’s 2027 annual meeting of shareholders. If selected, this individual\nmust meet BFC’s director standards, comply with its governance policies, and qualify as an independent director under NASDAQ rules.\n\n \n\nThe foregoing summary of the Merger Agreement\nis not complete and is qualified in its entirety by reference to the full text of the Merger Agreement and certain exhibits attached thereto,\na copy of which is filed as Exhibit 2.1 attached hereto and incorporated by reference herein. The Merger Agreement should not be read\nalone, but should instead be read in conjunction with the other information regarding BFC, its affiliates and their respective businesses,\nand the information regarding the Merger Agreement and the Merger that will be contained in, or incorporated by reference into, the registration\nstatement on Form S-4 of BFC that will include a proxy statement of PSB and a prospectus of BFC and that will be filed with the SEC.\n\n \n\n \n\n \n\n**Voting Agreements**\n\n \n\nIn connection with entering into the Merger Agreement,\nthe directors and executive officers of PSB have entered into voting agreements (the “PSB Voting Agreements”), pursuant to\nwhich each such director and executive officer agreed to vote his, her or its shares of PSB common stock in favor of approval of the Merger\nAgreement and the consummation of the transactions contemplated therein and against certain other actions, proposals, transactions or\nagreements that would be detrimental to the consummation of the Merger. The PSB Voting Agreements generally prohibit the sale or transfer\nof the shares held by each such shareholder until the earlier of (i) termination of the Merger Agreement or (ii) receipt of the approval\nof the shareholders of PSB. The PSB Voting Agreements terminate upon the earlier of (i) the consummation of the Merger, (ii) the amendment\nof the Merger Agreement in any manner that materially and adversely affects any rights of the shareholder, (iii) the termination of the\nMerger Agreement or (iv) three years from the date of the PSB Voting Agreements.\n\n \n\nThe foregoing summary of the PSB Voting Agreements\nis qualified in its entirety by reference to the complete text of such documents, a form of which is included as Exhibit A to the Merger\nAgreement, filed as Exhibit 2.1 attached hereto and which is incorporated herein by reference.\n\n \n\n**Director Non-Compete Agreements**\n\n \n\nIn connection with entering into the Merger Agreement,\neach of the directors of PSB and Peoples State Bank will enter into a Non-Competition and Non-Disclosure Agreement with BFC, which contains\nprovisions related to the non-disclosure of confidential information and trade secrets, non-solicitation of customers with whom such directors\nhad material contact, non-competition within a restricted territory, and non-recruitment of employees.\n\n \n\nThe foregoing summary of the Non-Competition and\nNon-Disclosure Agreement is qualified in its entirety by reference to the complete text of such document, a form of which is included\nas Exhibit C to the Merger Agreement, filed as Exhibit 2.1 attached hereto and which is incorporated herein by reference.\n\n \n\n**Side Letter Agreement**\n\n \n\nIn connection with the Merger Agreement, BFC and\nPSB entered into a side letter agreement (the “Side Letter Agreement”) pursuant to which, the parties agreed that the closing\nwill not occur until December 4, 2026. In consideration of such agreement, BFC agreed that, if all conditions to closing have been satisfied\nor waived such that the closing could have occurred prior to such date (such date, the “Default Closing Date”), BFC will be\ndeemed to have waived its right to terminate the Merger Agreement for material breaches of PSB’s representations and warranties\noccurring after the Default Closing Date, subject to specified exceptions, including breaches resulting in or reasonably expected to result\nin a material adverse effect and material breaches of PSB’s covenants.\n\n \n\nIn addition, the Side Letter Agreement provides\nthat, if the closing has not occurred on or before December 4, 2026 (subject to specified conditions), PSB may declare and pay a one-time\nspecial dividend of $1.00 per share to holders of its common stock immediately prior to the closing, which will not reduce PSB tangible\ncommon book value for purposes of the Merger Agreement. The Side Letter Agreement limits PSB’s ability to declare or pay such dividend\nby providing that PSB may not do so if the failure to consummate the closing by December 4, 2026 is attributable to PSB, including as\na result of PSB’s material breach of any representation, warranty or covenant contained in the Merger Agreement or due to the fault\nof PSB or its vendors.\n\n \n\nThe foregoing summary of the Side Letter Agreement\nis qualified in its entirety by reference to the complete text of the Side Letter Agreement, which is filed as Exhibit 10.1 to this Current\nReport on Form 8-K and is incorporated herein by reference."}