Bank7 To Acquire Century Financial Services For ~$137.3M I...

Upon completion, the transaction would create a combined Southwest banking organization with approximately $3.3 billion in total assets, pairing Bank7's high-performing franchise with Century's long-established New Mexico deposit franchise. The Company expects the acquisition to extend its footprint into an attractive and adjacent new market while adding a stable, legacy core deposit base.

Founded in 1887, Century Bank is one of the last remaining independent banks headquartered in New Mexico and the second-largest bank headquartered in the state. Century operates eight branches across New Mexico, complemented by two loan production offices in Dallas and Houston, Texas, and serves its markets through a relationship-driven, "local-first" community banking model with the capabilities of a regional bank. As of June 30, 2026, Century Bank reported total assets of $1.36 billion, total deposits of $1.23 billion, and gross loans of $845 million.

Bank7 intends to retain the Century Bank name and brand image.

Strategic Rationale

Premier legacy, core deposit franchise. Century's $1.2 billion legacy, core deposit franchise — built over more than a century of community relationships — will strengthen the combined company's funding profile.
Attractive market extension. The acquisition expands Bank7 into New Mexico, with a heavy focus on the attractive Santa Fe market, a contiguous addition to its existing Oklahoma, Texas, and Kansas markets.
Scarcity value. As one of the last remaining independent banks headquartered in New Mexico and the second-largest bank based in the state, Century represents a rare franchise opportunity in Santa Fe, one of the region's most attractive and resilient markets.
Disciplined use of excess capital. The transaction deploys excess capital that Bank7 has accumulated over time into a franchise-enhancing acquisition, an enhancement the Company believes will generate stronger long-term returns than buybacks, dividends, or organic growth alone.

Transaction Structure and Process

In connection with a receivership proceeding captioned KS StateBank Corporation v Peters et al., pending in the U.S. District Court for the District of Arizona (the "Receivership Case"), the Company previously announced on September 3, 2026 that it was named the successful bidder at an auction for a 71% controlling interest in Century, which was memorialized in a Receivership Stock Purchase Agreement (the "Receivership SPA"). Immediately following the auction, the Company and Century commenced negotiations to enter into the Merger Agreement. Subject to all necessary court approvals in the Receivership Case, Century's shareholder approvals and applicable regulatory approvals, the Company intends to pursue closing the transactions contemplated under the Merger Agreement. If, for any reason, the Merger Agreement is terminated, the Company intends to pursue closing the transactions contemplated in the Receiver SPA, which remains in effect following entry into the Merger Agreement.

Under the terms of the Merger Agreement, the Company will acquire 100% of the outstanding common stock of Century. Century will merge with and into the Company, with the Company continuing as the surviving entity, and Century Bank will subsequently merge with and into Bank7. At closing, each outstanding share of Century common stock will be converted into the right to receive a pro rata portion of aggregate consideration consisting of $70 million in cash and 1,232,657 shares of Company common stock. Based on 332,683 shares of Century common stock outstanding, this would equate to $210.41 in cash and 3.7052 shares of Company common stock per Century share, and implies an aggregate transaction value of approximately $136.9 million based on the Company's 10-day average closing share price of $54.28 as of September 15, 2026. The shares of Company common stock issued as consideration will be issued in a private placement exempt from registration under the Securities Act, and Century shareholders who are not accredited investors will receive cash in lieu of shares. The transaction is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes. Completion of the transaction is subject to approval by Century's shareholders, the receipt of all required bank regulatory approvals, and the satisfaction of customary closing conditions. Century's directors and executive officers, the receiver, and certain minority shareholders, collectively holding a substantial majority of Century's outstanding shares, have entered into voting agreements in support of the transaction. The Company's previously announced Stock Purchase Agreement with the court-appointed receiver in the receivership proceeding captioned KS StateBank Corporation v. Peters, et al., pending in the U.S. District Court for the District of Arizona, remains in full force and effect, and the Company reserves all of its rights thereunder. A whole company transaction under the Merger Agreement is the Company's preferred path, and the Company intends to pursue it in lieu of, but without waiver of, the purchase of a controlling interest. Depending on the outcome of the court process and the terms of any order entered by the Court, the Company may elect to proceed under the Stock Purchase Agreement instead. The transaction is expected to close in the fourth quarter of 2026. There can be no assurance that either transaction will be completed on the terms described, or at all.

Bank7 To Acquire Century Financial Services For ~$137.3M In Cash And Stock, Comprising $70M Cash And 1,232,657 BSVN Shares