0001458412 TRUE 0001458412 2022-10-17 2022-10-17
 
 
 
 
 
UNITED STATES
SECURITIES AND
 
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
October 17, 2022
 
Date of Report (date of earliest event reported)
CROSSFIRST BANKSHARES, INC.
 
(Exact name of registrant as specified in its charter)
Kansas
001-39028
26-3212879
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
11440 Tomahawk Creek Parkway
Leawood
Kansas
(Address of Principal Executive Offices)
66211
(Zip Code)
(
913
)
754-9704
 
Registrant's telephone number, including area code
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 (see General Instruction A.2. below):
☐
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(s)
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.
☐
 
Explanatory Note
On October 17, 2022, CrossFirst Bankshares, Inc. (the "Company") filed a Current Report on Form 8-K (the "Initial Form 8-K").
The Initial Form 8-K included a press release, furnished as Exhibit 99.1, reporting its preliminary financial results for the third quarter of
2022 (the "Earnings Release"), and a related investor presentation, furnished as Exhibit 99.2, providing additional supplemental
preliminary financial and other information for the same period (the "Investor Presentation"). The Company is furnishing this Amended
Report on Form 8-K (this "Form 8-K/A") to make certain changes to the financial information that was included in its Earnings Release.
This Form 8-K/A, including the exhibits attached hereto, amends, restates and supersedes in its entirety the Initial Form 8-K, including the
exhibits attached thereto.
 
Item 2.02.
Results of Operations and Financial Condition.
On October 17,
 
2022, the Company
 
issued the Initial
 
Form 8-K, including
 
the Earnings Release and
 
Investor Presentation.
 
The Company
subsequently identified
 
errors in
 
the presentation
 
of income
 
on tax-exempt
 
securities included
 
in Tables
 
3 and
 
4 of
 
the Earnings
 
Release.
 
The Company
 
has historically
 
presented
 
these amounts
 
on a
 
tax-equivalent
 
basis.
 
Income on
 
tax-exempt
 
securities reported
 
in Tables
 
3
and 4
 
of the
 
Earnings Release
 
were not
 
presented on
 
a tax-equivalent
 
basis for
 
the three
 
and nine
 
months ended
 
September 30,
 
2022, but
were presented
 
on this
 
basis for
 
the historical
 
comparative periods.
 
In addition,
 
as previously
 
disclosed, the
 
Company modified
 
its yield
calculation
 
on
 
its
 
available-for-sale
 
portfolio
 
to
 
better
 
conform
 
to
 
peer
 
disclosures
 
in
 
the
 
first
 
quarter
 
of
 
2022.
 
Income
 
on
 
tax-exempt
securities reported
 
in Tables
 
3 and
 
4 of
 
the Earnings
 
Release were
 
not presented
 
using
 
this updated
 
methodology
 
for the
 
three
 
and
 
nine
months ended September 30, 2021, but were presented
 
using this updated methodology for the three and nine
 
months ended September 30,
2022.
 
The
 
Company
 
is
 
filing
 
this
 
Form
 
8-K/A to
 
correct
 
the
 
foregoing
 
errors
 
included
 
in
 
the
 
Earnings
 
Release.
 
The
 
Company
 
is
 
not
revising the Investor Presentation previously filed with the Initial Form 8-K.
 
Copies of
 
the Earnings
 
Release
 
and Tables
 
3 and
 
4 of
 
the Earnings
 
Release, each
 
as revised
 
to reflect
 
the changes
 
described
 
above,
 
are
attached
 
hereto
 
as
 
Exhibits
 
99.1
 
and
 
99.2,
 
respectively,
 
each
 
of
 
which
 
are
 
incorporated
 
herein
 
by
 
reference.
 
A
 
copy
 
of
 
the
 
Investor
Presentation
 
previously
 
filed with
 
the
 
Initial
 
Form
 
8-K
 
is
 
reattached
 
hereto
 
as
 
Exhibit
 
99.3
 
and
 
incorporated
 
herein
 
by
 
reference.
 
This
Form 8-K/A is
 
not intended
 
to, nor
 
does it,
 
reflect events
 
occurring after
 
the filing
 
of the
 
Initial Form
 
8-K, and
 
the Earnings
 
Release and
Investor
 
Presentation
 
are not
 
being
 
modified
 
or updated
 
in any
 
way
 
other
 
than
 
to reflect
 
the
 
changes
 
to Tables
 
3
 
and
 
4
 
of
 
the
 
Earnings
Release.
 
The information in Item 2.02 of this Current Report,
 
including Exhibits 99.1 and 99.2, is being “furnished”
 
and shall not be deemed "filed"
for purposes of
 
Section 18 of
 
the Securities Exchange Act of
 
1934, as amended
 
(the “Exchange Act”), or
 
incorporated by reference
 
in any
filing
 
under
 
the
 
Securities Act
 
of
 
1933,
 
as
 
amended,
 
or
 
the
 
Exchange Act,
 
except
 
as
 
expressly
 
set
 
forth
 
by
 
specific
 
reference
 
in
 
such
 
a
filing.
Item 9.01.
 
Financial Statements and Exhibits.
(d)
Exhibits
99.1
99.2
99.3
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURE
Pursuant
 
to
 
the requirements
 
of
 
the Securities
 
and
 
Exchange Act
 
of 1934,
 
the Registrant
 
has
 
duly
 
caused
 
this report
 
to be
 
signed
 
on its
behalf by the undersigned hereunto duly authorized.
Date:
October 20, 2022
CROSSFIRST BANKSHARES, INC.
 
 
 
 
 
 
 
By:
/s/ Benjamin R. Clouse
 
 
 
 
Benjamin R. Clouse
Chief Financial Officer