CFB CrossFirst Bankshares Inc

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported)    March 1, 2025

 

CROSSFIRST BANKSHARES, INC.

(Exact name of registrant as specified in its charter)

 

Kansas		001-39028		26-3212879
(State or other jurisdiction of incorporation)		(Commission File No.)		(IRS Employer Identification No.)

 

11440 Tomahawk Creek Parkway, Leawood, Kansas		66211
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (913) 901-4516

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.01 per share	CFB	The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

Introductory Note

 

This Current Report on Form 8-K is being filed in connection with the closing on March 1, 2025 of the merger (the “Merger”) of CrossFirst Bankshares, Inc., a Kansas corporation (“CrossFirst”), with and into First Busey Corporation, a Nevada corporation (“Busey”), with Busey as the surviving corporation in the Merger, pursuant to the Agreement and Plan of Merger, dated as of August 26, 2024 (the “Merger Agreement”), by and between CrossFirst and Busey.

 

Item 2.01.

Completion of Acquisition or Disposition of Assets.

 

On March 1, 2025, CrossFirst completed its previously announced merger with Busey, pursuant to the Merger Agreement. At the closing of the Merger, CrossFirst merged with and into Busey with Busey continuing as the surviving corporation. Upon the closing of the Merger, the separate existence of CrossFirst ceased.

 

The Merger Agreement further provides that at a date and time following the Merger as determined by Busey, CrossFirst Bank, a Kansas state-chartered bank and a wholly owned subsidiary of CrossFirst, will merge with and into Busey Bank, an Illinois state-chartered bank and a wholly owned subsidiary of Busey, with Busey Bank as the surviving bank (the “Bank Merger”). The Bank Merger is expected to close on June 20, 2025.

 

Merger Consideration

 

Upon the terms and subject to the conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.01 per share, of CrossFirst (“CrossFirst Common Stock”) outstanding immediately prior to the Effective Time, other than certain shares held by CrossFirst or Busey, was converted into the right to receive 0.6675 of a share (the “Exchange Ratio”) of common stock, par value $0.001 per share, of Busey (“Busey Common Stock”). Holders of CrossFirst Common Stock will receive cash in lieu of fractional shares of Busey Common Stock.

 

At the Effective Time, each share of Series A Non-Cumulative Perpetual Preferred Stock, par value $0.01 per share, of CrossFirst (“CrossFirst Preferred Stock”) outstanding immediately prior to the Effective Time was converted into the right to receive one share of a newly created series of preferred stock of Busey (“New Busey Preferred Stock”).

 

Treatment of CrossFirst’s Equity Awards

 

Each CrossFirst restricted stock award held by a CrossFirst non-employee director and each deferred share of CrossFirst Common Stock that is credited to a director participant’s account under the CrossFirst 2018 Directors’ Deferred Fee Plan, in each case outstanding as of immediately prior to the Effective Time, was converted into the right to receive shares of Busey Common Stock based on the Exchange Ratio. Each CrossFirst time-based restricted stock unit award (the “CrossFirst RSUs”) outstanding immediately prior to the Effective Time was converted into a time-based restricted stock unit in respect of Busey Common Stock (a “Busey RSU”) based on the Exchange Ratio (rounded to the nearest whole share), subject to the same terms and conditions as were applicable to the CrossFirst RSUs prior to the Effective Time, and each CrossFirst performance-based restricted stock unit award (the “CrossFirst PSUs”) was converted into a time-based Busey RSU based on the Exchange Ratio, subject to the same terms and conditions as were applicable to the CrossFirst PSUs prior to the Effective Time, assuming the achievement of the applicable performance goals based on, for the CrossFirst PSUs granted in 2023, actual performance through December 31, 2024 and, for the CrossFirst PSUs granted in 2024, target performance (rounded to the nearest whole share). Each CrossFirst stock-settled stock appreciation right (the “CrossFirst SARs”) outstanding immediately prior to the Effective Time was converted into a stock appreciation right in respect of Busey Common Stock based on the Exchange Ratio (rounded down to the nearest whole share), generally subject to the same terms and conditions as were applicable to the CrossFirst SAR prior to the Effective Time.

 

 

The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 3.01.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

As a result of the Merger, CrossFirst no longer fulfills the listing requirements of The NASDAQ Stock Market LLC (“NASDAQ”). On February 28, 2025, CrossFirst notified NASDAQ of the impending consummation of the Merger and that trading in CrossFirst Common Stock should be suspended and the listing of CrossFirst Common Stock should be removed, and requested that NASDAQ (i) withdraw CrossFirst Common Stock from listing on NASDAQ and (ii) file with the Securities and Exchange Commission (the “SEC”) on Form 25 a notification of delisting of CrossFirst Common Stock and deregistration under Section 12(b) of the Securities Exchange Act of 1934 (the “Exchange Act”), in each case after the end of regular trading hours on NASDAQ on February 28, 2025. As a result, CrossFirst Common Stock is no longer listed on NASDAQ.

 

Busey, as successor to CrossFirst, intends to file with the SEC a certification on Form 15 under the Exchange Act requesting the termination of registration of CrossFirst Common Stock under Section 12(g) of the Exchange Act and the suspension of CrossFirst’s reporting obligations under Section 15(d) of the Exchange Act as promptly as practicable after the Effective Time.

 

Item 3.03.

Material Modifications to Rights of Security Holders.

 

As of the Effective Time, each holder of a certificate or book-entry share representing any shares of CrossFirst Common Stock or CrossFirst Preferred Stock issued and outstanding immediately prior to the Effective Time ceased to have any rights with respect thereto, except the right to receive the merger consideration in accordance with the Merger Agreement.

 

The information set forth under Item 2.01, Item 3.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

 

 

Item 5.01.

Changes in Control of the Registrant.

 

On March 1, 2025, CrossFirst merged with and into Busey pursuant to the Merger Agreement, with Busey continuing as the surviving corporation.

 

The information set forth under Items 2.01 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

 

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers.

 

At the Effective Time, as a result of the Merger, CrossFirst ceased to exist as a separate entity and CrossFirst’s directors and executive officers ceased serving as directors and executive officers of CrossFirst.

 

Officers

 

At the Effective Time, Michael J. Maddox, the President and Chief Executive Officer of CrossFirst prior to the Effective Time, was appointed Executive Vice Chairman of the Busey board of directors and as the President of Busey reporting to the Chief Executive Officer of Busey, and as the Chief Executive Officer and President of Busey Bank, reporting to the Executive Chairman of the Busey Bank board of directors. In addition, at the Effective Time, Amy J. Fauss, the Chief Operating Officer of CrossFirst prior to the Effective Time, was appointed Chief Information and Technology Officer of Busey and Busey Bank.

 

Directors

 

In accordance with the Merger Agreement and the Bylaw Amendment (as defined in Item 5.03 below), as of the Effective Time, the number of directors that comprise the full board of directors of Busey was increased to thirteen (13), of which (i) eight (8) were directors of Busey or Busey Bank immediately prior to the Effective Time, including Van A. Dukeman and such other directors as determined by Busey, and (ii) five (5) were directors of CrossFirst immediately prior to the Effective Time (the “CrossFirst Designated Directors”), including Michael J. Maddox and Rodney K. Brenneman and such other directors as determined by CrossFirst.

 

The five (5) CrossFirst Designated Directors that were appointed by the Busey board of directors to fill the vacancies resulting from the resignations of four (4) members of the Busey board of directors and the increase in the size of the Busey board of directors to thirteen (13) as of the Effective Time, in each case effective from and after the Effective Time, are as follows: Michael J. Maddox, Rodney K. Brenneman, Steven W. Caple, Jennifer M. Grigsby and Kevin S. Rauckman (collectively, the “New Directors”).

 

Other than as set forth in the Merger Agreement, and in the case of Mr. Maddox, pursuant to the terms of his employment arrangements, there are no arrangements between the New Directors and any other person pursuant to which the New Directors were selected as directors.

 

 

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

As of the Effective Time, the Articles of Incorporation, as amended, and the Bylaws of CrossFirst ceased to be in effect by operation of law.

 

The organizational documents of Busey (as successor to CrossFirst by operation of law) as of the Effective Time are (i) the Amended and Restated Articles of Incorporation, together with: (a) the Certificate of Amendment to Articles of Incorporation, dated July 31, 2007; (b) the Certificate of Amendment to Articles of Incorporation, dated December 3, 2009; (c) the Certificate of Amendment to Articles of Incorporation, dated May 21, 2010; (d) the Certificate of Change Pursuant to Nevada Revised Statutes Section 78.209, dated September 8, 2015; (e) the Certificate of Amendment to Articles of Incorporation, dated May 22, 2020; and (f) the Certificate of Amendment and the Certificate of Designation to fix the designation, preferences, limitations and relative rights of the New Busey Preferred Stock to be filed with the Nevada Secretary of State as contemplated in the Merger Agreement, and (ii) the Second Amended and Restated Bylaws in effect immediately prior to the Effective Time as amended to provide for certain arrangements related to the board of directors of Busey and the board of directors of Busey Bank (such amendment, the “Bylaw Amendment”) as contemplated by the Merger Agreement.

 

A copy of the Amended and Restated Articles of Incorporation of Busey and the Certificate of Amendment and Certificate of Designation to the Amended and Restated Articles of Incorporation are filed as Exhibits 3.1 (as further amended by the amendment filed as Exhibit 3.2 hereto), 3.3 and 3.6, respectively, of this Current Report on Form 8-K and are incorporated herein by reference. A copy of the Second Amended and Restated Bylaws and the Bylaws Amendment to the Amended and Restated Bylaws of Busey are filed as Exhibits 3.4 and 3.5, respectively, of this Current Report on Form 8-K and are incorporated herein by reference.

 

 

Item 9.01.

Financial Statements and Exhibits.

 

(d) Exhibits

 

The following exhibits are filed as part of this Current Report on Form 8-K:

 

Exhibit Number		Description
2.1		Agreement and Plan of Merger, dated August 26, 2024, by and between First Busey Corporation and CrossFirst Bankshares, Inc. (incorporated by reference to Exhibit 2.1 to First Busey Corporation’s Current Report on Form 8-K filed on August 27, 2024)
3.1		Amended and Restated Articles of Incorporation of First Busey Corporation, together with: (1) the Certificate of Amendment to Articles of Incorporation, dated July 31, 2007; (2) the Certificate of Amendment to Articles of Incorporation, dated December 3, 2009; (3) the Certificate of Amendment to Articles of Incorporation, dated May 21, 2010; and (4)  the Certificate of Change Pursuant to Nevada Revised Statutes Section 78.209, dated September 8, 2015 (incorporated by reference to Exhibit 3.1 to First Busey Corporation’s Quarterly Report on Form 10-Q filed on November 6, 2015)
3.2		Certificate of Amendment to Articles of Incorporation of First Busey Corporation, dated May 22, 2020 (incorporated by reference to Exhibit 4.2 to First Busey Corporation’s Registration Statement on Form S-8 filed on May 29, 2020)
3.3		Certificate of Amendment to Articles of Incorporation of First Busey Corporation, dated February 27, 2025*
3.4		Second Amended and Restated By-Laws of First Busey Corporation (incorporated by reference to Exhibit 3.1 to First Busey Corporation’s Current Report on Form 8-K filed on December 7, 2023)
3.5		Amendment to the Second Amended and Restated By-laws of First Busey Corporation*
3.6		Certificate of Designation of Series A Non-Cumulative Perpetual Preferred Stock of First Busey Corporation*
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document)

 

*Filed herewith

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

		FIRST BUSEY CORPORATION
		As successor by merger to CrossFirst Bankshares, Inc.
Date:	March 3, 2025	By:	/s/ Scott A. Phillips
			Scott A. Phillips Interim Chief Financial Officer, Executive Vice President & Chief Accounting Officer

 

 

Exhibit 3.5

 

AMENDMENT

TO THE

SECOND AMENDED AND RESTATED BY-LAWS

OF

FIRST BUSEY CORPORATION

 

The Second Amended and Restated By-Laws of First Busey Corporation (the “By-Laws”) shall be amended as follows:

 

A new Article X shall be added to the By-Laws to state:

 

ARTICLE X

 

CERTAIN GOVERNANCE MATTERS

 

Section 10.1.         Interpretation; Definitions.

 

(a)            The provisions of this Article X shall apply notwithstanding anything to the contrary set forth in the other Articles of these By-Laws. In the event of any inconsistency or conflict between any provision of this Article X and any other provision of these By-Laws, including Section 10.6 of these By-Laws with respect to Section 9.1 of these By-Laws, such provision of this Article X shall control.

 

(b)            The following definitions shall apply to this Article X:

 

(i)            “Bank Board” shall mean the Board of Directors of Busey Bank.

 

(ii)           “Bank Merger Date” shall mean the date of the merger of CrossFirst Bank with and into Busey Bank.

 

(iii)          “Busey Bank” shall mean Busey Bank, a wholly owned subsidiary of the corporation.

 

(iv)          “CrossFirst Bank” shall mean CrossFirst Bank, a wholly-owned subsidiary of the corporation.

 

(v)           “Designated Exchange” shall mean the primary stock exchange on which the corporation’s common stock is listed.

 

(vi)          “Effective Time” shall have the meaning set forth in the Agreement and Plan of Merger, dated as of August __, 2024, by and between First Busey Corporation and CrossFirst Bankshares, Inc., as it may have been amended, restated, supplemented or otherwise modified from time to time.

 

(vii)         “Entire Board of Directors” shall mean the total number of directors that the Board would have if there were no vacancies.

 

 

(viii)        “Legacy CrossFirst” shall mean CrossFirst Bankshares, Inc., a Kansas corporation, which has merged with and into the corporation effective as of the Effective Time.

 

(ix)          “Legacy CrossFirst Directors” shall mean the persons who were directors of Legacy CrossFirst immediately prior to the Effective Time and who were designated to be directors of the corporation by Legacy CrossFirst prior to the Effective Time (other than Michael J. Maddox) and any additional directors nominated by the Legacy CrossFirst Directors Nominating Committee pursuant to Section 10.3(d) of this Article X provided that if Michael J. Maddox is for any reason not serving as a director of the corporation he shall not be considered a Legacy CrossFirst Director and the Legacy CrossFirst Director Nominating Committee shall not have any ongoing authority or right to nominate a replacement director for such directorship (i.e., there will only be four (4) Legacy CrossFirst Directors and directorships).

 

(x)           “Legacy CrossFirst Directors Nominating Committee” shall mean a committee of the Board comprised of all of the Legacy CrossFirst Directors who satisfy the independence requirements (and any other requirements) for nominating committee membership under the rules of the Designated Exchange.

 

(xi)          “Legacy First Busey” shall mean First Busey Corporation, a Nevada corporation, as in existence immediately prior to the Effective Time.

 

(xii)         “Legacy First Busey Directors” shall mean the persons who were directors of Legacy First Busey or Busey Bank immediately prior to the Effective Time and who were designated to be directors of the corporation by Legacy First Busey prior to the Effective Time and any additional directors nominated by the Legacy First Busey Directors Nominating Committee pursuant to Section 10.3(e) of this Article X.

 

(xiii)        “Legacy First Busey Directors Nominating Committee” shall mean a committee of the Board comprised of all of the Legacy First Busey Directors who satisfy the independence requirements (and any other requirements) for nominating committee membership under the rules of the Designated Exchange.

 

(xiv)        “Specified Period” shall mean the period beginning at the Effective Time and ending on the later of (A) the three (3) year anniversary of the Effective Time and (B) the two (2) year anniversary of the Bank Merger Date.

 

Section 10.2.         Executive Chairman and Chief Executive Officer.

 

(a)            Effective as of the Effective Time, (i) Van A. Dukeman shall continue to serve as Executive Chairman of the Board and Chief Executive Officer of the corporation and shall report to the Board and as Executive Chairman of the Bank Board and shall report to the Bank Board and (ii) Michael J. Maddox shall serve as Executive Vice Chairman of the Board and President of the corporation and shall report to the Chief Executive Officer of the corporation and as Chief Executive Officer of Busey Bank and shall report to the Executive Chairman of the Bank Board.

 

 

(b)            Effective as of the date immediately following the earlier of (i) the twelve (12) month anniversary of the Bank Merger Date, and (ii) the eighteen (18) month anniversary of the Effective Time, (A) Van A. Dukeman shall continue to serve as Executive Chairman of the Board and shall report to the Board and as Executive Chairman of the Bank Board and shall report to the Bank Board and (B) Michael J. Maddox shall serve as Executive Vice Chairman of the Board and Chief Executive Officer and President of the corporation and shall report to the Board and as Chief Executive Officer of Busey Bank and shall report to the Bank Board.

 

(c)            In the event that during the Specified Period Van A. Dukeman shall no longer serve as Chief Executive Officer of the corporation, Michael J. Maddox shall serve as Chief Executive Officer of the corporation.

 

(d)            During the Specified Period, (i) any removal of any of the individuals serving in the capacities set forth in subsections (a), (b) and (c) above from, or failure to appoint, re-elect or re-nominate any of them to, any such positions at the specified time during the Specified Period, (ii) any amendment or modification to any employment, consulting or similar agreement with either of them to the extent such amendment or modification would adversely affect such individual, (iii) any termination of their employment by, or other service with, the corporation or any subsidiary of the corporation, or (iv) any modification to any of their respective reporting relationships as set forth in these By-Laws shall, in each case, require the affirmative vote of a majority of the Entire Board of Directors. During the Specified Period, for so long as Van A. Dukeman is the Executive Chairman of the Board the position of Executive Chairman of the Board shall be an officer of the corporation. During the Specified Period, for so long as Van A. Dukeman is the Executive Chairman of the Bank Board the position of Executive Chairman of the Bank Board shall be an officer of Busey Bank.

 

(e)            During the Specified Period, upon the death, resignation, removal or disqualification of, or other cessation of service by, Van A. Dukeman or Michael J. Maddox in the positions specified above during the time periods specified above, except as set forth in subsection (d) above, an individual approved by the affirmative vote of a majority of the Entire Board of Directors shall be appointed to serve in such positions.

 

Section 10.3.         Composition of the Board and the Bank Board. During the Specified Period:

 

(a)            The Entire Board of Directors shall be comprised of thirteen (13) directors, of which five (5) shall be Legacy CrossFirst Directors designated by Legacy CrossFirst (one of whom, as of the Effective Time, shall be Michael J. Maddox and one of whom, as of the Effective Time, shall be Rodney Brenneman if he shall be the Chair of the Board of Directors of Legacy CrossFirst immediately prior to the Effective Time, in which case Rodney Brenneman shall also be, as of the Effective Time, the Lead Independent Director of the Board) and eight (8) shall be Legacy First Busey Directors designated by First Busey (one of whom, as of the Effective Time, shall be Van A. Dukeman). Notwithstanding the foregoing, by the affirmative vote of a majority of the Entire Board of Directors the number of directors constituting the Entire Board of Directors may be increased to add additional directors in connection with a direct or indirect acquisition by the corporation or in connection with a capital raising by the corporation;

 

 

(b)            All vacancies resulting from the cessation of service by any Legacy CrossFirst Director for any reason shall be filled by the Board with a nominee selected by the Legacy CrossFirst Directors Nominating Committee;

 

(c)            All vacancies resulting from the cessation of service by any Legacy First Busey Director for any reason shall be filled by the Board with a nominee selected by the Legacy First Busey Directors Nominating Committee;

 

(d)            The Legacy CrossFirst Directors Nominating Committee shall have the exclusive authority to nominate, on behalf of the Board, directors for election at each annual meeting of the corporation, or at any special meeting of the corporation at which directors are to be elected, to fill each seat previously held by a Legacy CrossFirst Director;

 

(e)            The Legacy First Busey Directors Nominating Committee shall have the exclusive authority to nominate, on behalf of the Board, directors for election at each annual meeting of the corporation, or at any special meeting of the corporation at which directors are to be elected, to fill each seat previously held by a Legacy First Busey Director;

 

(f)            All vacancies on the Board resulting from the cessation of service by any Legacy CrossFirst Director or any Legacy First Busey Director shall be promptly filled by the Board with the individuals chosen as provided for in this Article X; and

 

(g)            If (i) Rodney Brenneman does not become the Lead Independent Director of the Board as contemplated in Section 10.3(a) above, (ii) upon the death, resignation, removal or disqualification of, or other cessation of service by, Rodney Brenneman as the Lead Independent Director of the Board, or (iii) upon the two (2) year anniversary of the Effective Time, the Lead Independent Director of the Board shall be a director approved by the affirmative vote of a majority of the Entire Board of Directors. The Lead Independent Director shall qualify as an independent director under the rules of the Designated Exchange.

 

(h)            During the Specified Period, the composition of the Bank Board shall be identical to that of the Board.

 

Section 10.4.         Composition of Committees.

 

(a)            During the Specified Period, the Board shall have and maintain as standing committees an Executive Management Compensation and Succession Committee, an Audit Committee, a Nominating and Corporate Governance Committee (which, during the Specified Period, shall have two subcommittees, the Legacy CrossFirst Directors Nominating Committee and the Legacy First Busey Directors Nominating Committee, which shall be solely responsible for nominating and electing Legacy CrossFirst Directors and First Busey Legacy Directors, respectively, as set forth in these By-Laws) and an Enterprise Risk Committee.

 

(b)            During the Specified Period, the Board may by resolution (which shall require the affirmative vote of a majority of the Entire Board of Directors) establish any committees not expressly contemplated by these By-Laws composed of directors as they may determine to be necessary or appropriate for the conduct of business of the corporation and may prescribe the composition, duties and procedures thereof, subject to Section 10.4 (c) below.

 

 

(c)            During the Specified Period, each committee of the Board shall have at least one (1) Legacy CrossFirst Director, provided that, if any such committee shall have five (5) or more members, such committee shall have at least two (2) Legacy CrossFirst Directors and; provided further, that each of the Nominating and Corporate Governance Committee and the Executive Management Compensation and Succession Committee shall have at least five (5) members.

 

(d)            During the Specified Period, the Board shall have and maintain the Legacy CrossFirst Directors Nominating Committee. At the end of the Specified Period, the Legacy CrossFirst Directors Nominating Committee shall be automatically disbanded.

 

(e)            During the Specified Period, the Board shall have and maintain a Legacy First Busey Directors Nominating Committee. At the end of the Specified Period, the Legacy First Busey Directors Nominating Committee shall be automatically disbanded.

 

Section 10.5.         Names; Headquarters. During the Specified Period, (a) the name of the corporation shall be “First Busey Corporation” and the name of Busey Bank shall be “Busey Bank”, (b) the legal headquarters of the corporation shall be located in or near Kansas City, Missouri and (c) the main office and legal headquarters of Busey Bank shall be in Champaign, Illinois.

 

Section 10.6.         Amendments.

 

Notwithstanding anything to the contrary set forth in these By-Laws, during the Specified Period, this Article X may be altered, amended or repealed (voluntarily or by merger, consolidation or otherwise by operation of law), and any Bylaw provision or other resolution inconsistent with these By-Laws may be adopted, by the Board only by (and any such alteration, amendment, repeal or inconsistent Bylaw provisions and other resolutions may be proposed or recommended by the Board for adoption by the shareholders of the corporation only by) an affirmative vote of at least seventy-five percent (75%) of the Entire Board of Directors, provided, however, that the foregoing shall not divest or limit the power of the stockholders to alter, amend, repeal or adopt By-Laws.

 

 

v3.25.0.1

Cover	Mar. 01, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 01, 2025
Current Fiscal Year End Date	--12-31
Entity File Number	001-39028
Entity Registrant Name	CROSSFIRST BANKSHARES, INC.
Entity Central Index Key	0001458412
Entity Tax Identification Number	26-3212879
Entity Incorporation, State or Country Code	KS
Entity Address, Address Line One	11440 Tomahawk Creek Parkway
Entity Address, City or Town	Leawood
Entity Address, State or Province	KS
Entity Address, Postal Zip Code	66211
City Area Code	913
Local Phone Number	901-4516
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	CFB
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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