FALSE000206560100020656012026-02-042026-02-04
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): February 4, 2026
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Central Bancompany, Inc.
(Exact name of registrant as specified in its charter)
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Missouri
(State or other jurisdiction of
incorporation or organization)
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001-42965
(Commission File Number)
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43-0959114
(I.R.S. Employer Identification Number)
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238 Madison Street
Jefferson City, MO 65101
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(Address of principal executive offices and zip code) |
(573) 634-1111 |
(Registrant's telephone number, including area code) |
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act: |
Title of each class |
Trading Symbol |
Name of each exchange on which registered |
| Class A common stock, par value $0.01 per share |
CBC |
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 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
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. ☐
Item 5.02 - Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On February 4, 2026, the Board of Directors of Central Bancompany, Inc. (the “Company”) approved new forms of award agreements pursuant to the Company’s 2025 Equity Incentive Plan, which the Company expects to utilize to grant equity awards to certain of its employees, including certain of its executive officers. The award agreements include a Time-Based Restricted Stock Unit Award and a Performance-Based Restricted Stock Unit Award, each of which provide for a right to receive a number of shares of the Company’s common stock upon vesting. The Time-Based Restricted Stock Unit Award for 2026 will provide for vesting over three years, subject to the grantee’s continued employment, and the Performance-Based Restricted Stock Unit Award for 2026 will provide for vesting based on achievement of performance metrics over a performance period running from January 1, 2026 through December 31, 2028, subject to the grantee’s continued employment.
The foregoing description of the award agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Form of Time-Based Restricted Stock Unit Award and the Form of Performance-Based Restricted Stock Unit Award, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference
Item 8.01 - Other Events
First Quarter 2026 Shareholder Dividend
On February 4, 2026, the Board of Directors of the Company declared a dividend of $0.12 per common share payable on March 2, 2026 to stockholders of record as of the close of business on February 20, 2026. This dividend represents an increase of $0.065 per share from the dividend paid in the first quarter of 2025 and a $0.035 per share decrease from the dividend paid in the prior quarter. The dividend paid in the prior quarter consisted of a regular dividend of $0.055 per share and a special fourth quarter dividend of $0.10 per share. Commencing with this quarter’s dividend, the Company intends to pay a regular, consistent quarterly dividend and does not anticipate the payment of fourth quarter special dividends, which was the Company's practice as a private company, however future dividends are not guaranteed and subject to board approval.
A copy of the Company's press release announcing this dividend is attached as Exhibit 99.1 hereto and incorporated herein by reference.
Approval of a New Stock Repurchase Plan
On February 4, 2026, the Board of Directors of the Company approved the Company to repurchase of up to $50 million of shares of the Company’s Class A common stock (the “2026 Repurchase Plan”). This 2026 Repurchase Plan authorization replaces and supersedes the Company’s prior authorizations.
The 2026 Repurchase Plan does not obligate the Company to repurchase any specified number of shares of its common stock. The 2026 Repurchase Plan will be made from time to time by the Company as conditions allow. The shares may be purchased in the open market or negotiated transactions, block trades, accelerated share repurchase transactions or pursuant to one or more trading plans established pursuant to Rule 10b5-1. The number, price, and timing of the repurchases, if any, will be at the Company’s sole discretion and will depend on a number of factors, including market and economic conditions, liquidity needs and other factors and there is no assurance that the Company will purchase any shares under the 2026 Repurchase Authorization.
Item 9.01 - Financial Statements and Exhibits
(d) Exhibits
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| Exhibit No. |
Description |
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| 104 |
The XBRL tags on the cover page of this Form 8-K are embedded within the Inline XBRL document. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CENTRAL BANCOMPANY, INC. |
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| Date: |
February 5, 2026 |
By: |
/s/ James K. Ciroli |
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Name: James K. Ciroli |
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Title: Chief Financial Officer
(Principal Financial Officer and Authorized Officer)
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EX-10.1
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a101-centralbankxrsuawar.htm
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EX-10.2
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EX-99.1
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dividendstockrepurchpressr.htm
EX-99.1
Document
Central Bancompany, Inc. Declares Quarterly Cash Dividend and Authorizes New Stock Repurchase Plan
JEFFERSON CITY, MO. (February 05, 2026) — The Board of Directors (“the Board”) of Central Bancompany, Inc. (Nasdaq: CBC) today announced it has declared a quarterly cash dividend to its shareholders. A quarterly cash dividend of $0.12 per common share will be paid on March 2, 2026, to all stockholders of record as of the close of business on February 20, 2026. This dividend represents an increase of $0.065 per share from the dividend paid in the first quarter of 2025 and a $0.035 per share decrease from the dividend paid in the prior quarter. The dividend paid in the prior quarter consisted of a regular dividend of $0.055 per share and a special fourth quarter dividend of $0.10 per share. Commencing with this quarter’s dividend, the Company intends to pay a regular, consistent quarterly dividend and does not anticipate the payment of fourth quarter special dividends, which was the Company's practice as a private company, however future dividends are not guaranteed and subject to board approval.
Additionally, the Board approved the Company to repurchase up to $50 million of shares of the Company’s Class A common stock (the “2026 Repurchase Plan”). This 2026 Repurchase Plan authorization replaces and supersedes the Company’s prior authorizations.
About Central Bancompany, Inc.
Central Bancompany, Inc. is headquartered in Jefferson City, Missouri. Its banking subsidiary, The Central Trust Bank, has been serving businesses and customers since 1902. The bank is built on a strong foundation of people, community service, and technology. As of December 31, 2025, The Central Trust Bank is a $20.8 billion Missouri state-chartered trust company with banking powers and a Federal Reserve state member bank, serving consumers and businesses in Missouri, Kansas, Oklahoma, Colorado, and Florida. Divisions of The Central Trust Bank include Central Trust Company and Central Investment Advisors. To learn more about Central Bancompany, Inc. visit https://www.centralbank.net.
Cautionary Note Regarding Forward-Looking Statements
This press release may contain forward-looking statements within the meaning of, and intended to be covered by, the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. You should not place undue reliance on forward-looking statements because they are subject to numerous uncertainties and factors relating to our operations and business, all of which are difficult to predict and many of which are beyond our control. Forward-looking statements include information concerning our possible or assumed future results of operations, including descriptions of our business strategy. These forward-looking statements are generally identified by the use of forward-looking terminology, including the terms “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and, in each case, their negative or other variations or comparable terminology and expressions. All statements other than statements of historical facts contained in this press release are forward-looking statements. We have based the forward-looking statements contained herein on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described in the section titled “Risk Factors” in our S-1/A Registration Statement. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements. The forward-looking statements relate only to events as of the date on which the statements are made. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These forward-looking statements are not guarantees of future performance and involve certain risks, uncertainties, and assumptions which are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. Therefore, actual results and outcomes may materially differ from what is expected, implied or forecasted in such forward-looking statements. These forward-looking statements are inherently uncertain and you are cautioned not to unduly rely upon these statements. We undertake no obligation to update any forward-looking statements made in this prospectus to reflect events or circumstances after the date of this prospectus or to reflect new information or the occurrence of unanticipated events, except as required by law.
Media Contact:
Dan Westhues
EVP, Chief Customer Officer
Central Bancompany, Inc.
dan.westhues@centralbank.net
(573) 634-1281
Investor Relations Contact:
Charlie Martin
Corporate Development Officer
Central Bancompany, Inc.
charlie.martin@centralbank.net
(314) 686-7007