What changed in this filing

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Item 1. Business

2026-02-27 compared with 2025-02-28 · 67 added, 67 removed, 423 unchanged (24% of the section changed)

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The Company and the Bank are headquartered in Manitowoc, Wisconsin, and the Bank is a member of the Board of Governors of the Federal Reserve System (the “Federal Reserve”) and regulated by the Office of the Comptroller of the Currency (the “OCC”).

The Bank has twenty-six (26) offices, including its headquarters, in Brown, Columbia, Dane, Fond du Lac, Jefferson, Manitowoc, Monroe, Outagamie, Ozaukee, Shawano, Sheboygan, Waupaca, Waushara, and Winnebago counties in the State of Wisconsin.

The Bank has thirty-eight (38) offices, including its headquarters, in Brown, Columbia, Dane, Door, Fond du Lac, Green, Jefferson, Manitowoc, Monroe, Outagamie, Ozaukee, Rock, Shawano, Sheboygan, Walworth, Waupaca, Waushara, and Winnebago counties in the State of Wisconsin and Winnebago county in the State of Illinois.

We serve businesses, professionals and consumers with a wide variety of financial services, including retail and commercial banking.

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The Bank is a relationship-based community bank focused on providing innovative solutions that are value driven to the communities we serve.

The Bank’s culture celebrates diversity, creativity, and responsiveness, with the highest ethical standards.

The Bank’s culture celebrates curiosity, creativity, and responsiveness, while embracing individual differences and upholding the highest ethical standards.

Employees are supported and encouraged to develop their careers.

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We maintain a strong credit culture as a foundation of sound asset quality.

The Bank’s vision is to sustain its independence by remaining a top-performing provider of financial services in Wisconsin.

The Bank focuses on creating value for its customers and shareholders by forging strong relationships and offering personalized and innovative solutions.

Bank First is focused on building a culture which encourages, supports and celebrates diversity and inclusion for our employees, customers and communities.

This collaboration fuels a stronger foundation for innovation and connects us to our communities.

Our strategic priorities are organized around the CAMELS ratings, including Capital, Asset Quality, Management, Earnings, Liquidity, and Sensitivity to Market Risk.

The Bank’s vision is to sustain its independence by remaining a top-performing provider of financial services.

The Bank focuses on creating value for its customers and shareholders by forging strong relationships and offering personalized solutions.

Our strategic plan is organized around the CAMELS ratings, including Capital, Asset Quality, Management, Earnings, Liquidity, and Sensitivity to Market Risk.

We have also added a sixth category to prioritize our strategic goals surrounding Information Technology.

Under the heading of Capital, our priorities include (i) growing capital through strong earnings, (ii) assessing and monitoring short and long term capital goals, and (iii) deploying capital in the best interest of our shareholders.

Under the heading of Asset Quality, our top priority is maintaining a strong credit culture.

Under the heading of Management, our priorities are (i) to evaluate our talent to ensure alignment with core competencies, (ii) sustain and build upon employee engagement, and (iii) to maintain a robust vendor management program.

Under the heading of Earnings, our priorities include (i) growing and strengthening relationships, and (ii) evaluating and pursuing prudent acquisitions and de novo growth.

Under the Liquidity heading, our priorities are (i) ensure that liquidity levels are adequate for anticipated needs, and (ii) to maintain a relationship-centric customer portfolio.

Under the heading of Sensitivity to Market Risk, our priorities include (i) minimizing optionality, and (ii) maintaining rate neutrality.

Finally, under the heading of Information Technology, our strategic priorities include (i) advancing our digital strategy to match internal and external customer expectations, (ii) enhancing the flexibility in our core environment, (iii) monitoring the current cybersecurity environment, and (iii) training employees on cybersecurity risk and prudent responses.

Bank First is a full-service community bank, offering business and retail products and services in communities throughout Wisconsin.

Our branches are located in Brown, Columbia, Dane, Fond du Lac, Jefferson, Manitowoc, Monroe, Outagamie, Ozaukee, Shawano, Sheboygan, Waupaca, and Winnebago counties.

Our strategic priorities related to Capital focus on deploying capital in the best interest of our shareholders.

Our Asset Quality priorities include maintaining strong credit administration, managing concentration exposure in our loan portfolio, and continuing to automate manual processes across the Bank.

Our strategic goals related to Management are focused on improving processes and procedures to make it easier for frontline employees to serve our customers.

To continue growing Earnings, we will emphasize strengthening existing customer relationships and building new ones, as well as continuing to selectively seek acquisition opportunities.

The completion of the Centre 1 Bancorp, Inc.

(“Centre”) acquisition on January 1, 2026, reflects our continued execution of this strategy and further strengthens our market presence and relationship-based banking model.

Closely related to Earnings, we will maintain our strong Liquidity ratios by focusing on growing our customer base, one relationship at a time.

Our priorities related to Sensitivity to Market Risk continue to be minimizing optionality and maintaining interest rate neutrality.

Finally, our Information Technology strategic initiatives include continually enhancing our cybersecurity environment and enhancing training for customers and employees, transforming our data into more accessible, actionable formats, and providing a world-class digital banking experience for our customers.

Bank First is a full-service community bank, offering business and retail products and services in communities throughout Wisconsin and Illinois.

Our branches are located in Brown, Columbia, Dane, Door, Fond du Lac, Green, Jefferson, Manitowoc, Monroe, Outagamie, Ozaukee, Rock, Shawano, Sheboygan, Walworth, Waupaca, Waushara, and Winnebago counties in Wisconsin and Winnebago county in Illinois.

Our main office is located at 402 N.

8th Street, Manitowoc, Wisconsin.

Based on the deposit market share reports published by the FDIC on June 30, 2024, Bank First ranked in the top three of market share in five of the fourteen counties in which its branches are located.

The fourteen counties in which the Bank has offices have an estimated aggregate population of 1,894,606, based on 2020 U.S.

Based on the deposit market share reports published by the FDIC on June 30, 2025, Bank First ranked in the top 3 of market share in 7 of the nineteen counties in which its branches are located.

The nineteen counties in which the Bank has offices have an estimated aggregate population of 2,560,274, based on current U.S.

Census data, and total deposits of approximately $81 billion as of June 30, 2025, according to the most recent data published by the FDIC.

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These competitors have been successful in developing products that are in direct competition with or are alternatives to the banking services offered by traditional banking institutions.

In addition, fintech and other non-bank competitors may offer financial services through embedded or platform-based models that integrate payments, lending or financial management tools directly into non-financial applications, which may further intensify competition for certain customers.

The increasingly competitive environment is the result of changes in regulation, changes in technology and product delivery systems, additional financial service providers, and the accelerating pace of consolidation among financial services providers.

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We attempt to mitigate repayment risks by adhering to our comprehensive and robust internal credit policies and procedures.

These policies and procedures include officer and customer lending limits, with approval process for larger loans, documentation examination, and follow-up procedures for any exceptions to credit policies.

These policies and procedures include clearly defined lending limits, approval processes for all loan sizes, documentation examination, procedures for required follow-up where applicable, and pre and post-closing loan review processes.

Our loan approval policies provide for various levels of officer lending authority.

The Bank currently employs both a signature process through the line of business as well as credit administration and a committee process which involves the Bank’s board of directors each month.

The Bank currently employs both an electronic signature process through the line of business as well as credit administration and a committee process which, above a certain dollar threshold, involves the Bank’s board of directors.

Both approvals and reviews of the credit actions are underwritten by an independent set of credit analysts who report to credit administration.

For our loan commitments, a serial sign-off process is utilized up to $25,000,000, requiring multiple signatures for a loan approval.

For our loan commitments, a serial sign-off process is utilized up to our in-house lending limit, requiring multiple signatures for a loan approval.

This process ensures that the necessary parties at all authority levels are aware of and approve the commitment.

The Bank’s board of directors is involved in credits above this level after they have been through the serial sign-off process.

We do not make any loans to any director, executive officer of the Bank, or the related interests of each, unless the loan is approved by the full board of directors of the Bank and is on terms not more favorable than would be available to a person not affiliated with the Bank.

Credit Administration and Loan Review

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Our policy for reviewing commercial credit files consisted of selecting a percentage of specific files on an annual basis as defined in our loan review plan, and reviewing them for risk rating and policy compliance.

Our goal is to review every commercial relationship of $750,000 or more at least once in a five-year period.

Our goal is to review approximately 40% of the commercial portfolio annually.

Our retail review consists of selecting a percentage of specific files on an annual basis, and reviewing them for policy compliance.

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Our lending activities are subject to a variety of lending limits imposed by federal law.

In general, the Bank is subject to a base legal limit on loans to a single borrower equal to 15 percent of the Bank’s capital and unimpaired surplus, plus an additional 10 percent of the Bank’s capital and surplus, if the amount that exceeds the 15 percent general limit is fully secured by readily marketable collateral.

In general, the Bank is subject to a base legal limit on loans to a single borrower equal to 15% of the Bank’s capital and unimpaired surplus, plus an additional 10% of the Bank’s capital and surplus, if the amount that exceeds the 15% general limit is fully secured by readily marketable collateral.

This legal lending limit will increase or decrease as the Bank’s level of capital increases or decreases.

In addition to the legal lending, management and the board of directors have established a more conservative, internal lending limit.

In addition to the legal lending, management and the board of directors have established a more conservative, internal lending limit which is currently set at 80% of our legal lending limit.

The Bank’s legal and internal lending limits are a safety and soundness measure intended to prevent one person or a relatively small and economically related group of persons from borrowing an unduly large amount of the Bank’s funds.

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Human Capital Resources

Our Company culture emphasizes our longstanding dedication to being respectful to others and having a workforce that is representative of the communities we serve.

Embracing inclusivity and a sense of belonging is at the core of our values, recognizing that diverse perspectives, backgrounds, and experiences strengthen our ability to meet the needs of our associates, communities, clients and shareholders.

We believe in attracting, retaining and promoting quality talent and recognize that diversity makes us stronger as a Company.

Our talent acquisition teams partner with hiring managers in sourcing and presenting a diverse slate of qualified candidates to strengthen our organization.

All of our employees are chosen on the basis of their qualifications and merit.

We believe employees to be our greatest asset and that our future success depends on our ability to attract, retain and develop a qualified workforce representative of the customers and communities we serve.

Professional development is a key priority, which is facilitated through our many corporate development initiatives including extensive training programs, corporate mentoring, leadership programs, and educational reimbursement.

As part of our effort to attract and retain employees, we offer a broad range of benefits, including health, dental and vision insurance, life and disability insurance, cell phone and health club reimbursement, an employee assistance program, educational tuition reimbursement, annual clothing allowance, an employee referral program, 401(k) retirement plan, profit sharing, a flex spending cafeteria plan, and generous paid time off.

We believe our compensation package and benefits are competitive with others in our industry.

For additional information regarding our employee benefit plans, see “Note 17 – Employee Benefit Plans” to our consolidated financial statements included in this report.

Bank First currently has approximately 366 FTEs.

As of December 31, 2024, approximately 73% of our employees self-identified as female and approximately 7% self-identified as people of color.

Our talent acquisition, development, and retention focus was on rewarding merit and achievement while nurturing and progressing skilled talent across various segments of the Bank.

One-third (33%) of our Board members and 42% of our Senior Management team identify as female.

None of our employees are represented by any collective bargaining unit or is a party to a collective bargaining agreement.

We consider our relationship with our employees to be good and have not experienced interruptions of operations due to labor disagreements.

Our company culture is built on a long-standing commitment to respect, fairness, and creating an environment where all employees feel valued.

We believe that fostering a sense of belonging and embracing a variety of viewpoints, experiences, and backgrounds enhances our ability to serve the needs of our employees, customers, communities, and shareholders.

We focus on attracting, developing, and promoting top-tier talent, understanding that varied perspectives strengthen our organization.

Our talent acquisition teams work closely with hiring managers to ensure a broad range of qualified candidates are considered, reinforcing our commitment to building a strong and dynamic workforce.

All hiring decisions are based on merit and qualifications.

We view our employees as our most valuable asset, and our future success hinges on our ability to build and develop a skilled workforce that reflects the diversity of our customers and the communities we serve.

Professional development is a priority, and we support this through various initiatives, including comprehensive training programs, career pathing, leadership development opportunities, and educational reimbursement.

Human capital initiatives are overseen by Senior Management and supported by the Board of Directors as part of the Company’s overall business strategy.

To attract and retain top talent, we offer a comprehensive benefits package that includes health, dental, and vision insurance, life and disability coverage, cell phone and gym membership reimbursements, an employee assistance program, educational tuition reimbursement, an annual clothing allowance, a cell phone reimbursement for all employees, an employee referral program, a 401(k) retirement plan with substantial company match, a flexible spending account, and generous paid time off.

We are confident that our compensation and benefits offerings are highly competitive within our industry.

For more detailed information about our employee benefit plans, please refer to “Note 17 – Employee Benefit Plans” in the consolidated financial statements included in this report.

As of December 31, 2025, Bank First had approximately 380 full-time equivalent employees.

Approximately 73% of our employees self-identified as female and approximately 6% self-identified as people of color.

Our approach to talent acquisition, development, and retention emphasizes rewarding merit and achievement while supporting the growth and advancement of skilled talent across the Bank.

Women represent 17% of our Board of Directors and 36% of our senior management team.

None of our employees are represented by a collective bargaining unit or covered by a collective bargaining agreement.

We maintain positive employee relations and have not experienced any work stoppages or operational disruptions related to labor matters.

We believe our workforce stability and employee engagement support the consistent delivery of high-quality service to our customers and communities.

General Corporate Information

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The Commission maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov.

We make available, free of charge, on or through our website, www.bankfirst.com, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other filings pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and amendments to such filings, as soon as reasonably practicable after each is electronically filed with, or furnished to, the SEC.

Exchange Act of 1934, and amendments to such filings, as soon as reasonably practicable after each is electronically filed with, or furnished to, the SEC.

Supervision and Regulation

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banking and financial system rather than holders of our capital stock.

As the Company grows in size or complexity, we may become subject to additional supervisory expectations, including enhanced examination, reporting, or governance requirements.

Regulation of the Company

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Acquisitions.

The BHC Act permits acquisitions of banks by bank holding companies, such that we and any other bank holding company, whether located in Wisconsin or elsewhere, may acquire a bank located in any other state, subject to certain deposit-percentage, age of bank charter requirements, and other restrictions.

The BHC Act permits acquisitions of banks by bank holding companies, such that we and any other bank holding company, whether located in Wisconsin, Illinois or elsewhere, may acquire a bank located in any other state, subject to certain deposit-percentage, age of bank charter requirements, and other restrictions.

The BHC Act requires that a bank holding company obtain the prior approval of the Federal Reserve before (i) acquiring direct or indirect ownership or control of more than 5% of the voting shares of any additional bank or bank holding company, (ii) taking any action that causes an additional bank or bank holding company to become a subsidiary of the bank holding company, or (iii) merging or consolidating with any other bank holding company.

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Based on current estimates, we believe that the Company and Bank will continue to exceed all applicable well-capitalized regulatory capital requirements and the capital conservation buffer in 2026.

The Economic Growth, Regulatory Relief, and Consumer Protection Act (the “Economic Growth Act”) signed into law in May 2018 scaled back certain requirements of the Dodd-Frank Act and provided other regulatory relief.

Among the provisions of the Economic Growth Act was a requirement that the Federal Reserve raise the asset threshold for those bank holding companies subject to the Federal Reserve’s Small Bank Holding Company Policy Statement (“Policy Statement”) to $3 billion.

As a result, as of the effective date of that change in 2018, the Company was no longer required to comply with the risk-based capital rules applicable to the Bank.

The Company crossed above the $3 billion threshold during the third quarter of 2022 and is now required to adhere to these capital rules.

As a result of the Economic Growth Act, the federal banking agencies were also required to develop a “Community Bank Leverage Ratio” (the ratio of a bank’s Tier 1 capital to average total consolidated assets) for financial institutions with assets of less than $10 billion.

As a result of the Economic Growth, Regulatory Relief, and Consumer Protection Act (the “Economic Growth Act”) the federal banking agencies were also required to develop a “Community Bank Leverage Ratio” (the ratio of a bank’s Tier 1 capital to average total consolidated assets) for financial institutions with assets of less than $10 billion.

A “qualifying community bank” that exceeds this ratio will be deemed to be in compliance with all other capital and leverage requirements, including the capital requirements to be considered “well capitalized” under prompt corrective action statutes.

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The Bank does not intend to opt into the Community Bank Leverage Ratio Framework.

On December 21, 2018, federal banking agencies issued a joint final rule to revise their regulatory capital rules to (i) address the upcoming implementation of the “current expected credit losses” (“CECL”) accounting standard under GAAP;

an optional three-year phase-in period for the day-one adverse regulatory capital effects that banking organizations are expected to experience upon adopting CECL;

On December 21, 2018, federal banking agencies issued a joint final rule to revise their regulatory capital rules to (i) address the implementation of the “current expected credit losses” (“CECL”) accounting standard under GAAP;

(ii) provide an optional three-year phase-in period for the day-one adverse regulatory capital effects that banking organizations were expected to experience upon adopting CECL;

and (iii) require the use of CECL in stress tests beginning with the 2020 capital planning and stress testing cycle for certain banking organizations.

For more information regarding Accounting Standards Update No.

2016-13, which introduced CECL as the methodology to replace the current “incurred loss” methodology for financial assets measured at amortized cost, and changed the approaches for recognizing and recording credit losses on available-for-sale debt securities and purchased credit impaired financial assets, including the required implementation date for the Company, see the notes to the Company’s consolidated financial statements for the year ended December 31, 2024.

Payment of Dividends

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Our primary source of cash, other than securities offerings, is dividends from the Bank.

The prior approval of the OCC is required if the total of all dividends declared by a national bank (such as the Bank) in any calendar year will exceed the sum of such bank’s net profits for that year and its retained net profits for the preceding two calendar years, less any required transfers to surplus.

The prior approval of the OCC is required if the total of all dividends declared

by a national bank (such as the Bank) in any calendar year will exceed the sum of such bank’s net profits for that year and its retained net profits for the preceding two calendar years, less any required transfers to surplus.

Federal law also prohibits any national bank from paying dividends that would be greater than such bank’s undivided profits after deducting statutory bad debts in excess of such bank’s allowance for possible credit losses.

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The Bank also is subject to certain Federal Reserve regulations.

Banking organizations may also be subject to heightened supervisory expectations relating to risk management, internal controls, and contingency planning as regulatory standards evolve.

In addition, as discussed in more detail below, the Bank and any other of our subsidiaries that offer consumer financial products and services are subject to regulation and potential supervision by the Consumer Financial Protection Bureau (“CFPB”).

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However, the CFPB may participate in examinations on a “sampling basis” and may refer potential enforcement actions against such institutions to their primary regulators.

The CFPB also may participate in examinations of our other direct or indirect subsidiaries that offer consumer financial products

The CFPB also may participate in examinations of our other direct or indirect subsidiaries that offer consumer financial products or services.

In addition, the Dodd-Frank Act permits states to adopt consumer protection laws and regulations that are stricter than those regulations promulgated by the CFPB, and state attorneys general are permitted to enforce certain federal consumer financial protection rules adopted by the CFPB.

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limitations on the types of investment that may be made by the Bank;

and requirements governing risk management practices.

requirements governing risk management practices.

The Bank is permitted under federal law to branch on a de novo basis across state lines where the laws of that state would permit a bank chartered by that state to open a de novo branch.

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These guidelines set forth the safety and soundness standards used to identify and address problems at insured depository institutions before capital becomes impaired.

Under the regulations, if a regulator determines that a bank fails to meet any standards prescribed

by the guidelines, the regulator may require the bank to submit an acceptable plan to achieve compliance, consistent with deadlines for the submission and review of such safety and soundness compliance plans.

Under the regulations, if a regulator determines that a bank fails to meet any standards prescribed by the guidelines, the regulator may require the bank to submit an acceptable plan to achieve compliance, consistent with deadlines for the submission and review of such safety and soundness compliance plans.

Anti-Money Laundering .

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owned accounts;

and (iv) perform certain verification and certification of money laundering risk for their foreign correspondent banking relationships.

and (iv) perform certain verification and certification

of money laundering risk for their foreign correspondent banking relationships.

Failure of a financial institution to comply with the USA PATRIOT Act's requirements could have serious legal and reputational consequences for the institution.

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In May 2020, the OCC issued new final regulations meant to strengthen and modernize the CRA regulations, with an effective date of October 1, 2020.

However, on December 14, 2021, the OCC issued a final rule rescinding its 2020 CRA Rule and replacing it with a rule based largely on the prior rules adopted jointly by the federal banking agencies in 1995.

However, on December 14, 2021,

the OCC issued a final rule rescinding its 2020 CRA Rule and replacing it with a rule based largely on the prior rules adopted jointly by the federal banking agencies in 1995.

The Bank had a rating of “Outstanding” in its most recent CRA evaluation.

On October 24, 2023, the Office of the Comptroller of the Currency (“OCC”), Federal Reserve, and FDIC issued a final rule to modernize their respective CRA regulations.

The revised rules substantially alter the methodology for assessing compliance with the CRA, with material aspects taking effect January 1, 2026, and revised data reporting requirements taking effect January 1, 2027.

Among other things, the revised rules evaluate lending outside traditional assessment areas generated by the growth of non-branch delivery systems, such as online and mobile banking, apply a metrics-based benchmarking approach to assessment, and clarify eligible CRA activities.

The final rules were challenged in federal court and a preliminary injunction was granted in March 2024 enjoining implementation of the rules.

The effective dates will be extended for each day the injunction remains in place, pending the resolution of the lawsuit.

If the final rules are reinstated, they are likely to make it more challenging and/or costly for the Bank to receive a rating of at least “satisfactory” on its CRA exam.

In 2023, the Federal Reserve, OCC, and FDIC issued a final rule to modernize their respective CRA regulations.

The revised rules would substantially alter the methodology for assessing compliance with the CRA, with material aspects taking effect January 1, 2026, and revised data reporting requirements taking effect January 1, 2027.

The revised CRA regulations have been subject to an injunction since March 29, 2024.

On July 16, 2025, the Federal Reserve, OCC, and FDIC issued a joint proposal to rescind the 2023 modernization rule.

The agencies continue to apply the CRA rules as they existed before the 2023 modernization, considering the injunction and pending finalization of the recission of the modernization rule.

Privacy and Data Security.

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The Bank is also subject to, among other things, the provisions of the Equal Credit Opportunity Act (“ECOA”) and the Fair Housing Act (“FHA”), both of which prohibit discrimination based on race or color, religion, national origin, sex, and familial status in any aspect of a consumer or commercial credit or residential real estate transaction.

the agencies will respond to lending discrimination, and what steps lenders might take to prevent discriminatory lending practices.

The Department of Justice (“DOJ”), and the federal bank regulatory agencies have issued an Interagency Policy Statement on Discrimination in Lending that provides guidance to financial institutions in determining whether discrimination exists, how the agencies will respond to lending discrimination, and what steps lenders might take to prevent discriminatory lending practices.

The DOJ has increased its efforts to prosecute what it regards as violations of the ECOA and FHA.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business