Bank First Corp美股招股说明书(2025-09-30版)

MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT To the Shareholders of Centre 1 Bancorp, Inc.: The boards of directors of Bank First Corporation, or Bank First, and Centre 1 Bancorp, Inc., or Centre,have each unanimously approved the acquisition of Centre by Bank First. The acquisition will beaccomplished pursuant to the terms of an Agreement and Plan of Merger, dated as of July17, 2025, whichwe refer to as the merger agreement, by and between Bank First and Centre, whereby Centre will be mergedwith and into Bank First, which we refer to as the merger. Immediately following the merger of Centre with and into Bank First, The First National Bank andTrust Company, a wholly owned bank subsidiary of Centre, will merge with and into Bank First’s whollyowned bank subsidiary, Bank First, N.A., with Bank First, N.A. as the surviving bank, which we refer to asthe bank merger. If the merger is completed, each share of Centre common stock issued and outstanding immediatelyprior to the effective time of the merger will be converted into the right to receive 0.9200 of a share (the“exchange ratio”) of Bank First common stock, with cash paid in lieu of fractional shares (the “mergerconsideration”). Notwithstanding the foregoing, the merger consideration is subject to a downwardadjustment if Centre’s tangible book value (as calculated per the merger agreement) is less than $83,587,000at the time of the closing of the merger. Although the number of shares of Bank First common stock that Centre shareholders will receive isfixed, the market value of the merger consideration will fluctuate with the market price of Bank Firstcommon stock and will not be known at the time Centre shareholders vote on the merger. Bank Firstcommon stock is currently quoted on the Nasdaq Capital Market under the symbol “BFC.” On July17,2025, the last full trading day before the public announcement of the merger agreement, based on the lastreported sale price of Bank First common stock of $125.78 per share, the exchange ratio representedapproximately $115.72 in value for each share of Centre common stock to be converted into Bank Firstcommon stock. Based on the closing sale price of Bank First common stock of $124.12 per share onSeptember 25, 2025, the latest practicable trading date prior to the printing of this proxystatement/prospectus, the exchange ratio represented approximately $114.19 in value for each share ofCentre common stock to be converted into Bank First common stock.We urge you to obtain current marketquotations for the price of Bank First common stock (trading symbol “BFC”) because the value of the mergerconsideration will fluctuate based on Bank First’s common stock price. Centre will hold a special meeting of its shareholders, referred to as the Centre special meeting, whereCentre shareholders will be asked to consider and vote upon (1)a proposal to approve the merger agreementand the merger, and (2)a proposal to adjourn the Centre special meeting, if necessary or appropriate, tosolicit additional proxies in favor of the proposal to approve the merger agreement and the merger. The Centre special meeting will be held on November13, 2025, at 9:00 a.m., Central Time, at 345EGrand Ave., Beloit, Wisconsin 53511, subject to any adjournment or postponement thereof. Each of Bank First and Centre expects that the merger will qualify as a “reorganization” within themeaning of Section368(a) of the Internal Revenue Code of 1986, as amended, which we refer to as theCode, with the result that Centre common stock exchanged for Bank First common stock will generally betax-free. Your vote is important. Completion of the merger is subject to the approval of the merger agreement bythe shareholders of Centre. Regardless of whether or not you plan to attend the Centre special meeting,please take the time to authorize a proxy to vote your shares in accordance with the instructions contained inthis proxy statement/prospectus. If you submit a properly signed proxy card without indicating how youwant to vote, your proxy will be counted as a vote “FOR” the proposal to approve the merger agreement and“FOR” the proposal to adjourn the Centre special meeting, if necessary or appropriate, to solicit additionalproxies in favor of the proposal to approve the merger agreement. The failure to vote by submitting yourproxy or attending the Centre special meeting and voting in person will have the same effect as a voteagainst approval of the merger agreement. Submitting a proxy now will not prevent you from being able tovote in person at the Centre special meeting. If you hold your shares in “street name,” through a bank,broker or other nominee, you should instruct your bank, broker or other nominee how to vote in accordancewith the voting instruction form you receive from your bank, broker or other nominee. The board of directors of Centre has determined that the merger agreement and the transactionscontemplated thereby, including the merger, are advisable and