Stock Yards Bancorp, Inc. 8-K

What Happened
Stock Yards Bancorp, Inc. (SYBT) announced on January 27, 2026 that it entered into a definitive Agreement and Plan of Merger with Field & Main Bancorp, Inc. and Stock Yards’ wholly owned subsidiary River Holdings, Inc. The transaction calls for Merger Sub to merge into Field & Main (the Merger), followed by an upstream merger into Stock Yards and a subsequent bank-level merger of Field & Main Bank into Stock Yards Bank. The parties expect to complete the Mergers in the second quarter of 2026, subject to customary closing conditions.

Key Details

• Exchange ratio: each outstanding share of Field & Main common stock will convert into 0.6550 shares of Stock Yards common stock at the effective time.
• Vesting: outstanding Field & Main restricted stock awards will fully vest and convert into the right to receive the merger consideration.
• Approvals & conditions: closing requires Field & Main shareholder approval, Nasdaq listing authorization for the Stock Yards shares to be issued, regulatory approvals (Federal Reserve, FDIC, Kentucky Department of Financial Institutions), effectiveness of a Form S-4 registration statement, and certain legal and counsel opinions (including an opinion as to a Section 368(a) reorganization).
• Other terms: a $4.5 million termination fee is payable by Field & Main in specified circumstances; Stock Yards entered into support agreements with certain Field & Main shareholders; Stock Yards expects to consider appointing Field & Main CEO Scott P. Davis to its board after closing. Press release and investor presentation were posted January 27, 2026.

Why It Matters
This is a transformational merger that will be paid in Stock Yards equity and therefore will dilute existing Stock Yards shareholders to the extent new shares are issued under the 0.6550 exchange ratio. The deal remains subject to shareholder and multiple regulatory approvals, so timing and completion are not guaranteed. Investors should watch for the Form S-4/proxy filing (which will include more detail on terms, ownership impacts and risks), the Field & Main shareholder vote, and regulatory outcomes; integration and regulatory risk are highlighted by the filing as important considerations.