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