IF Bancorp, Inc. 8-K

What Happened
IF Bancorp, Inc. (IROQ) confirmed its previously announced merger agreement with ServBanc Holdco, Inc. (ServBanc) and disclosed that, following the announcement and proxy mailing, purported shareholders filed two lawsuits (Walsh and Thompson) in New York (Jan 13 and Jan 15, 2026) and the Company received four demand letters (Jan 13–16, 2026). While denying any liability, the company filed this Form 8-K to provide additional disclosures to the proxy statement to address the claims and avoid delays to the shareholder vote and closing of the merger. The original Merger Agreement was dated October 29, 2025; the definitive proxy was filed and first mailed on December 30, 2025.

Key Details

• Merger structure: IF Bancorp will merge into SBHI Holdings, Inc., then SBHI will be merged into ServBanc, and Iroquois Federal Savings & Loan Association will merge into Servbank, N.A. (ServBanc’s bank subsidiary).
• Litigation/demands: Two complaints filed (Index Nos. 650238/2026 and 650277/2026) and four demand letters received between Jan 13–16, 2026. Company denies wrongdoing but supplemented disclosures to moot disclosure claims and avoid delay.
• Supplemental financial & valuation disclosures added: selected-company multiples (stock P/TBV 0.69x–1.31x; stock P/LTM EPS 9.1x–16.2x), selected-transaction multiples (transaction P/TBV 0.91x–1.64x; P/LTM EPS 17.4x–32.0x; core deposit premiums (‑1.3%)–9.4%), and discount rates used in KBW’s dividend discount model (12.0%–16.0%).
• Fees and projections: Company disclosed KBW’s fee equals 1.50% of aggregate merger consideration (estimated ≈ $1.35M; $200k already paid). Management provided unaudited prospective financials showing Net Income of $4.9M (2025) and $8.6M (2026); Total Assets $873.8M (2025) and $894.7M (2026); accumulated other comprehensive loss of $(14.5)M (2025) and $(9.3)M (2026).

Why It Matters
These supplemental disclosures are material for shareholders deciding how to vote on the merger because they expand on the financial analyses, valuation multiples, advisor fees, and forward-looking projections that underlie the board’s recommendation. The company states the additions are made without admitting liability and emphasizes the forward-looking nature and limitations of the projections. Investors should review the updated proxy materials before voting and note the pending shareholder litigation and demand letters that prompted the supplements.