Skyline Bankshares Enters Material Definitive Agreement

TL;DR

Skyline Bankshares signed a big deal, details TBD.

AI Summary

Skyline Bankshares, Inc. announced on April 16, 2024, that it entered into a material definitive agreement. The company, previously known as Parkway Acquisition Corp., is incorporated in Virginia and its principal executive offices are located at 101 Jacksonville Circle, Floyd, VA 24091. The filing does not provide specific details about the agreement or any associated financial figures.

Why It Matters

This filing indicates a significant business development for Skyline Bankshares, Inc., potentially impacting its future operations and shareholder value.

Risk Assessment

Risk Level: medium — The lack of specific details regarding the material definitive agreement introduces uncertainty about its nature and potential impact.

Key Players & Entities

• Skyline Bankshares, Inc. (company) — Registrant
• Parkway Acquisition Corp. (company) — Former company name
• April 16, 2024 (date) — Date of earliest event reported
• 101 Jacksonville Circle Floyd, Virginia 24091 (address) — Principal executive offices

FAQ

Key Financial Figures

• $25.0 million — t to receive an amount in cash equal to $25.0 million divided by the number of then outstandi
• $312.50 — "). The Merger Consideration represents $312.50 per share of JCB common stock, based on
• $1.0 million — pay to the Company a termination fee of $1.0 million. Subject to the satisfaction or waiver

Filing Documents

• pkkw20240417_8k.htm (8-K) — 40KB
• ex_655232.htm (EX-2.1) — 388KB
• ex_655233.htm (EX-99.1) — 14KB
• 0001437749-24-012350.txt ( ) — 645KB
• slbk-20240416.xsd (EX-101.SCH) — 3KB
• slbk-20240416_def.xml (EX-101.DEF) — 10KB
• slbk-20240416_lab.xml (EX-101.LAB) — 14KB
• slbk-20240416_pre.xml (EX-101.PRE) — 10KB
• pkkw20240417_8k_htm.xml (XML) — 2KB

01

Item 1.01 Entry into a Material Definitive Agreement. On April 16, 2024, Skyline Bankshares, Inc. (the "Company"), Skyline National Bank, a wholly-owned bank subsidiary of the Company (the "Bank"), Skyline Merger Sub, Inc., also a wholly-owned subsidiary of the Company (the "Merger Sub") and Johnson County Bank ("JCB") entered into an Agreement and Plan of Merger (the "Merger Agreement") pursuant to which the Company will acquire JCB. The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into JCB, with JCB surviving as a wholly-owned subsidiary of the Company (the "Merger") and thereafter JCB will merge with and into the Bank (the "Bank Merger" and, together with the Merger, the "Mergers"), with the Bank as the surviving bank. The Merger Agreement was unanimously approved and adopted by the Boards of Directors of each of the Company and JCB. At the Effective Time, one director of JCB will be appointed to the Board of Directors of the Company and the Bank. The Company currently expects that director will be Chris D. Reece, the Chief Executive Officer of JCB. In connection with the execution of the Merger Agreement, all of the directors of JCB entered into support and non-competition agreements with the

01

Item 8.01 Other Events. On April 17, 2024, the Company and JCB issued a joint press release announcing that the parties have entered into the Merger Agreement. The joint press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference into this Item 8.01.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 2.1 Agreement and Plan of Merger, dated April 16, 2024, by and among Skyline Bankshares, Inc., Skyline National Bank, Skyline Merger Sub, Inc. and Johnson County Bank* 99.1 Joint Press Release, dated April 17, 2024 104 Cover Page Interactive Data File – the cover page iXBRL tags are embedded within the inline XBRL document * Schedules and similar attachments have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby agrees to furnish a copy of any omitted schedule or similar attachment to the SEC upon request.

SIGNATURES

SIGNATURES 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. SKYLINE BANKSHARES, INC. (Registrant) Date: April 17, 2024 By: /s/ Blake M. Edwards Blake M. Edwards President and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR