8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 19, 2023

CENTRAL PLAINS BANCSHARES, INC.

(Exact Name of Registrant as Specified in Charter)

Maryland	001-41844	93-2239246
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

221 South Locust Street, Grand Island, Nebraska	68801
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (308) 382-4000

Not Applicable

(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	CPBI	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. ☐

Item 8.01 Other Events

On October 19, 2023, Central Plains Bancshares, Inc. announced the completion of the mutual-to-stock conversion of Home Federal Savings and Loan Association of Grand Island and related stock offering.

A copy of the press releases is attached as Exhibit 99.1 to this current report.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Description

99.1	Press Release dated October 19, 2023
104	Cover Page Interactive Data File (embedded within Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

		CENTRAL PLAINS BANCSHARES, INC.
DATE: October 23, 2023	By:	/s/ Steven D. Kunzman
		Steven D. Kunzman
		Chairman of the Board, President and    Chief Executive Officer

EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

Contact:

Steven D. Kunzman

Chairman of the Board, President

 and Chief Executive Officer

(308) 382-4000

Central Plains Bancshares, Inc. Announces Closing of

Initial Public Offering

Grand Island, NE; October 19, 2023 – Central Plains Bancshares, Inc. (the “Company”), the holding company for Home Federal Savings and Loan Association of Grand Island, which operates under the name “Home Federal Bank” (the “Bank”), announced today that it has completed the initial public offering in connection with the Bank’s conversion from the mutual form of organization to the stock form of organization.

The Company’s common stock is expected to begin trading on the Nasdaq Capital Market under the symbol “CPBI” beginning on October 20, 2023.

The Company sold 4,130,815 shares of common stock, including 330,465 shares sold to the Bank’s Employee Stock Ownership Plan, and is between the maximum of the offering range and the adjusted maximum of the offering range as disclosed in the Company’s Prospectus dated August 14, 2023.  Gross offering proceeds (before deducting offering expenses) totaled approximately $41.3 million based on the offering price of $10.00 per share.  The Company has 4,130,815 shares of common stock issued and outstanding as a result of the closing.

Subscribers wishing to confirm their stock orders may do so by contacting the Stock Information Center at 1-(844) 265-9679.  The Stock Information Center is open between 9:00 a.m. and 3:00 p.m., Central time, Monday through Friday, except on bank holidays.  Subscribers may also confirm their stock orders online at https://allocations.kbw.com.

The Company’s transfer agent, Continental Stock Transfer & Trust Company, plans to mail Direct Registration System (“DRS”) Book-Entry statements for the shares purchased in the stock offering, and interest checks, on or about October 20, 2023.

Keefe, Bruyette & Woods, Inc., A Stifel Company acted as marketing agent for the Company in connection with the stock offering.  Luse Gorman, PC serves as legal counsel to the Company and the Bank.  Kilpatrick Townsend & Stockton LLP served as legal counsel to Keefe, Bruyette & Woods, Inc. in connection with the stock offering.

About Home Federal Savings and Loan Association of Grand Island

Originally chartered in 1935, Home Federal Savings and Loan Association of Grand Island, which operates under the name “Home Federal Bank,” is a federally-chartered mutual savings association headquartered in Grand Island, Nebraska. The Bank conducts its operations

from the main office in Grand Island, Nebraska, six branch offices located in Grand Island, Hastings, Holdrege, Lexington and Superior, Nebraska, a drive-up facility in Grand Island, Nebraska and a loan production office in Lincoln, Nebraska.

Special Notice Regarding Common Stock

The shares of common stock are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.

Disclosures Concerning Forward Looking Statements

This press release contains certain forward-looking statements about the conversion and stock offering.  Forward-looking statements include statements regarding anticipated future events and can be identified by the fact that they do not relate strictly to historical or current facts.  They often include words such as “believe,” “expect,” “anticipate,” “estimate,” and “intend” or future or conditional verbs such as “will,” “would,” “should,” “could,” “may” or words of similar import.  Forward-looking statements, by their nature, are subject to risks and uncertainties.  Certain factors that could cause actual results to differ materially from expected results include delays in delivering DRS Book-Entry statements or interest checks; and/or delays in the start of trading due to market disruptions or otherwise.

XML

Document and Entity Information	Oct. 19, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 19, 2023
Entity File Number	333-272636
Entity Registrant Name	Central Plains Bancshares, Inc.
Entity Central Index Key	0001979332
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	93-2239246
Entity Address, Address Line One	221 South Locust Street
Entity Address, City or Town	Grand Island
Entity Address, State or Province	NE
Entity Address, Postal Zip Code	68801
City Area Code	308
Local Phone Number	382-4000
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	CPBI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false