BFC Bank First Corporation

Effective August 12, 2022, Bank First Corporation, a Wisconsin corporation (“BFC”) completed its previously-announced merger (the “Merger”) with Denmark Bancshares, Inc., a Wisconsin corporation (“DBI”), pursuant to that certain Agreement and Plan of Merger by and between BFC and DBI, dated as of January 18, 2022, (the “Merger Agreement”).  At the closing, DBI merged with and into BFC, with BFC as the surviving corporation.  Following the Merger, DBI’s wholly-owned subsidiary bank, Denmark State Bank, merged with and into BFC’s wholly-owned subsidiary bank, Bank First, N.A. (“Bank First”), with Bank First as the surviving bank and continuing its corporate existence under the name “Bank First, N.A.” (the “Bank Merger”, and together with the Merger, the “Mergers”).

Pursuant to the Merger Agreement, DBI shareholders are entitled to receive for each share of DBI common stock outstanding prior to the Merger either (i) $38.10 in cash or (ii) 0.5276 of a share of BFC’s common stock, subject to customary proration and allocation procedures such that at least 80% of DBI shares will receive the stock consideration and no more than 20% of DBI shares will receive the cash consideration. As a result of the Mergers, BFC will issue approximately 1,579,508 shares of BFC common stock and pay approximately $3,996,443 in cash to former DBI shareholders.

The foregoing description of the Mergers and the Merger Agreement does not purport to be complete and is qualified in its entirety by the Merger Agreement, which is incorporated herein by reference to Exhibit 2.1 to BFC's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 19, 2022.