SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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Stock Yards Bancorp, Inc. (Name of Issuer) |
Common Stock, no par value (Title of Class of Securities) |
861025104 (CUSIP Number) |
Darrell R. Wells Margaret Wells, Darrell R. Wells Trust, 4350 Brownsboro Rd. STE 310 Louisville, KY, 40207 (502) 259-2816 Aaron A. Seamon, Esq. Squire Patton Boggs (US) LLP, 41 South High Street, Suite 2000 Columbus, OH, 43215 (614) 365-2700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/18/2025 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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CUSIP No. | 861025104 |
1 |
Name of reporting person
Darrell R. Wells | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
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3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
OO | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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6 | Citizenship or place of organization
UNITED STATES
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Number of Shares Beneficially Owned by Each Reporting Person With: |
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11 | Aggregate amount beneficially owned by each reporting person
1,430,573.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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13 | Percent of class represented by amount in Row (11)
4.85 % | ||||||||
14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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CUSIP No. | 861025104 |
1 |
Name of reporting person
Margaret Cowley Wells | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
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3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
OO | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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6 | Citizenship or place of organization
UNITED STATES
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Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
1,430,573.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
4.85 % | ||||||||
14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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CUSIP No. | 861025104 |
1 |
Name of reporting person
Darrell R. Wells Trust | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
OO | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
6 | Citizenship or place of organization
KENTUCKY
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Number of Shares Beneficially Owned by Each Reporting Person With: |
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11 | Aggregate amount beneficially owned by each reporting person
31,905.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
0.11 % | ||||||||
14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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Item 1. | Security and Issuer | |
(a) | Title of Class of Securities:
Common Stock, no par value | |
(b) | Name of Issuer:
Stock Yards Bancorp, Inc. | |
(c) | Address of Issuer's Principal Executive Offices:
1040 East Main Street, Louisville,
KENTUCKY
, 40206. | |
Item 1 Comment:
This Amendment No. 1 to Schedule 13D ("Amendment No. 1") is being filed to amend and supplement the statement on Schedule 13D relating to common stock, no par value per share ("Common Stock"), of Stock Yards Bancorp, Inc., a Kentucky corporation (the "Issuer"), as filed with the Securities and Exchange Commission (the "SEC") on March 1, 2023 (the "Initial Schedule 13D"). Capitalized terms used and not otherwise defined herein shall have such meanings as ascribed to them in the Initial Schedule 13D.
The Reporting Persons are filing this Amendment No. 1 to report recent open-market sales of Common Stock that have reduced below five percent all Common Stock that the Reporting Persons may be deemed to beneficially own. | ||
Item 4. | Purpose of Transaction | |
Item 4 is hereby amended to add the following:
The transactions giving rise to the filing of this Amendment No. 1 are certain sales of the Issuer's shares of Common Stock made by Darrell R. Wells on September 18, 2025 in open market transactions at prevailing market prices (the "Open Market Sales"). As a result of the Open Market Sales, the Common Stock that the Reporting Persons may be deemed to beneficially own has been reduced below five percent. As a result of the ownership reduction, the Reporting Persons rights under the Investor Agreement and Registration Rights Agreement (as disclosed in the Initial Schedule 13D) have terminated. | ||
Item 5. | Interest in Securities of the Issuer | |
(a) | Item 5 is hereby amended and restated as follows:
As of September 18, 2025, Darrell R. Wells beneficially owns (through the Darrell R. Wells revocable trust) an aggregate of 1,253,975 shares of Common Stock, Margaret Cowley Wells (through the Margaret Cowley Wells revocable trust) beneficially owns an aggregate of 176,598 shares of Common Stock and the Darrell R. Wells Trust beneficially owns an aggregate of 31,905 shares of Common Stock, which represent 4.25%, 0.60% and 0.11%, respectively, of the Issuer's outstanding shares of Common Stock as of July 31, 2025, as reflected in the Issuer's Quarterly Report on Form 10-Q, filed with the SEC on August 5, 2025.
By virtue of the Investor Agreement, the Reporting Persons may be deemed to have formed a "group" for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act"). Collectively, the "group" may be deemed to beneficially own an aggregate of 1,462,478 shares of Common Stock, which represents approximately 4.96% of the Issuer's outstanding shares of Common Stock. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that the Reporting Persons are members of any such group. As disclosed in Item 4 above, as a result of the Reporting Persons' ownership, the Reporting Persons rights under the Investor Agreement and Registration Rights Agreement (as disclosed in the Initial Schedule 13D) have terminated.
As of September 18, 2025, Darrell R. Wells has the sole power to vote or to direct the vote and the sole power to dispose or to direct the disposition of 1,253,975 shares of Common Stock. As of September 18, 2025, Margaret Cowley Wells has the sole power to vote or to direct the vote and the sole power to dispose or to direct the disposition of 176,598 shares of Common Stock. As of September 18, 2025, Darrell R. Wells, as trustee of the Darrell R. Wells Trust has the sole power to vote or to direct the vote and the sole power to dispose or to direct the disposition of 31,905 shares of Common Stock held by the Darrell R. Wells Trust. | |
(b) | On September 18, 2025, Darrell R. Wells sold 18,000 shares of Common Stock in the open market at prevailing market prices. Due to the Open Market Sales, the Common Stock that the Reporting Persons may be deemed to beneficially own fell below five percent. | |
(c) | See Schedule I, attached hereto, for a description of the transactions in the Issuer's shares of Common Stock during the past sixty (60) days. All such transactions were effected in the open market, and the table excludes commissions paid in per share prices. | |
(d) | Except as stated herein, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of the Common Stock beneficially owned by the Reporting Persons. | |
(e) | Not applicable. |
SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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