Skyline Bankshares Completes Acquisition, Announces Board Changes

TL;DR

Skyline Bankshares just bought Parkway Acquisition Corp. and shook up its board. Big moves!

AI Summary

Skyline Bankshares, Inc. announced on September 1, 2024, the completion of its acquisition of Parkway Acquisition Corp. The filing also details the departure of a director, the election of a new director, and changes in officer compensation arrangements. Additionally, Skyline Bankshares amended its articles of incorporation and bylaws.

Why It Matters

This filing signifies a significant corporate action for Skyline Bankshares with the completion of an acquisition and internal governance changes, potentially impacting its strategic direction and shareholder value.

Risk Assessment

Risk Level: medium — Acquisitions and significant corporate governance changes inherently carry integration risks and potential impacts on financial performance.

Key Players & Entities

• Skyline Bankshares, Inc. (company) — Registrant
• Parkway Acquisition Corp. (company) — Acquired Entity
• September 1, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $312.50 — was converted into the right to receive $312.50 in cash. The above description of the
• $16.7 thousand — or his services, Mr. Reece will receive $16.7 thousand per month for the first six months and
• $8.3 thousand — per month for the first six months and $8.3 thousand thereafter. In addition, the consulting

Filing Documents

• pkkw20240903_8k.htm (8-K) — 32KB
• ex_720994.htm (EX-3.1) — 45KB
• ex_720992.htm (EX-99.1) — 8KB
• 0001437749-24-028373.txt ( ) — 221KB
• slbk-20240901.xsd (EX-101.SCH) — 3KB
• slbk-20240901_def.xml (EX-101.DEF) — 10KB
• slbk-20240901_lab.xml (EX-101.LAB) — 14KB
• slbk-20240901_pre.xml (EX-101.PRE) — 11KB
• pkkw20240903_8k_htm.xml (XML) — 3KB

01

Item 2.01 Completion of Acquisition or Disposition of Assets. On September 1, 2024, Skyline Bankshares, Inc. (the "Company") completed the previously-announced merger with Johnson County Bank ("JCB") pursuant to an Amended and Restated Agreement and Plan of Merger, dated June 28, 2024, by and among the Company, its wholly-owned subsidiaries Skyline National Bank (the "Bank") and SNB Interim Bank, National Association ("Merger Sub") and JCB (the "Merger Agreement"). At closing, Merger Sub merged with and into JCB, with JCB surviving as a wholly-owned subsidiary of the Company, and thereafter JCB merged with and into the Bank, with the Bank as the surviving bank. As a result of the Merger, and pursuant to the terms and conditions of the Merger Agreement, each share of JCB common stock was converted into the right to receive $312.50 in cash. The above description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is incorporated herein by reference to Exhibit 2.1 to this report. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Pursuant to the Merger Agreement, and effective as of the closing of the Merger, the Board of Directors of the Company appointed Chris D. Reece to the Board of Directors of the Company. Mr. Reece previously served as Chief Executive Officer and a director of JCB. The Board of Directors anticipates naming Mr. Reece to serve on one or more committees of the Board, but at the time of this Form 8-K, the Board has not determined the committee(s) to which he will be named. The Company will file an amendment to this Form 8-K naming those committees once they are determined. Also pursuant to the Merger Agreement, Mr. Reece entered into a consulting agreement pursuant to which he will provide general advisory services to the Bank, including without limitation

03

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On September 1, 2024, the Board of Directors of the Company adopted amendments to the Company's bylaws. In connection with the appointment of the newly-appointed director to the Board of Directors as described in Item 5.02, Section 2.2 of the Bylaws was amended to expand the size of the Board of Directors to 14 directors. A copy of the Company's amended and restated Bylaws is attached as Exhibit 3.1 hereto and is incorporated herein by reference.

01

Item 8.01 Other Events. On September 3, 2024, the Company issued a press release announcing the completion of the Merger. The 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 Amended and Restated Agreement and Plan of Merger, dated June 28, 2024, by and among Skyline Bankshares, Inc., Skyline National Bank, SNB Interim Bank, National Association and Johnson County Bank (incorporated by reference to Exhibit 2.1 to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2024) 3.1 Amended and Restated Bylaws of Skyline Bankshares, Inc. 99.1 Press Release, dated September 3, 2024 104 Cover Page Interactive Data File – the cover page iXBRL tags are embedded within the inline XBRL document

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: September 4, 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