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Subsequent Events
9 Months Ended
Sep. 30, 2025
Subsequent Events [Abstract]  
Subsequent Events

20. Subsequent Events - Pending Business Combination

Definitive Merger Agreement between the Company and Keystone

On October 22, 2025, the Company entered into an Agreement and Plan of Reorganization (the “Merger Agreement”), by and among the Company, Arch Merger Sub, Inc., a Texas corporation and a wholly owned subsidiary of the Company (“Merger Sub”), and Keystone, pursuant to which, upon the terms and subject to the conditions set forth therein, (i) Merger Sub will merge with and into Keystone (the “Merger”), with Keystone surviving as a wholly owned subsidiary of the Company, (ii) immediately following, and in connection with, the Merger, Keystone will be merged with and into the Company, with the Company surviving the merger (the “Second Step Merger”), and (iii) immediately following the Second Step Merger, or at such later time as the Company may determine, the Company will cause Keystone Bank, SSB, a Texas state savings bank and a wholly owned subsidiary of Keystone (“Keystone Bank”), to be merged with and into the Bank, with the Bank surviving the merger.

Under the terms of the Merger Agreement, at the closing of the transaction, Keystone’s shareholders will receive, for each outstanding share of Keystone common stock, either (i) 0.45925 shares of Common Stock or (ii) an amount of cash equal to 0.45925 multiplied by the volume-weighted average price per share of Common Stock for the 20 trading day period set forth in the Merger Agreement, at the election of Keystone’s shareholders. The exchange ratio is subject to reduction in the event that Keystone does not deliver a minimum of $94,576,000 of the sum of Keystone’s capital, surplus and retained earnings accounts less all intangible assets, calculated as of the Calculation Date, as defined in the Merger Agreement, and in accordance with generally accepted accounting principles of the United States consistently applied, and adjusted to reflect certain merger costs and other specified items described in the Merger Agreement (“Adjusted Equity”). Keystone’s shareholders will be permitted to elect the form of consideration, provided that the aggregate cash consideration will not exceed $20 million. In the event that Keystone’s shareholders elect to receive aggregate cash consideration in an amount greater than $20 million, the distribution of the cash consideration will be prorated among such shareholders.

The transaction has been approved unanimously by each company’s board of directors and is expected to close during the first quarter of 2026, and is subject to customary closing conditions, including the receipt of required regulatory approvals, the approval of Keystone’s shareholders of the Merger Agreement and the Merger, and the approval of the Company’s shareholders of the issuance of shares of Common Stock in connection with the Merger.