VersaBank Schedules Special Shareholder Meeting to Vote on U.S. Corporate Restructuring

Meeting Details and Shareholder Eligibility

VersaBank disclosed that the special shareholder meeting will take place in person at 1979 Otter Place, London, Ontario, on September 16, 2026, at 10:30 a.m. Eastern Time. The record date for determining which shareholders are entitled to receive notice of and vote at the meeting is August 10, 2026. The disclosure indicates that the timing and location have been established to allow shareholders an opportunity to consider the proposed reorganization in detail before casting their votes on the matter.

The announcement emphasizes that shareholders are urged to review the final version of the Management Information Circular and Prospectus, which will contain comprehensive information regarding both the meeting itself and the detailed terms of the proposed reorganization. The filing states that these materials will be mailed to shareholders prior to the September 16 meeting date, allowing eligible shareholders sufficient time to evaluate the proposal and prepare for voting.

Proposed Reorganization Structure and Objectives

The reorganization will result in the creation of Versa Bancorp, a newly formed Delaware corporation, to serve as the direct holding company for both VersaBank and VersaBank USA National Association. Upon completion of the reorganization and assumption of public company status by Versa Bancorp, existing VersaBank shareholders will hold their equity interests in the newly formed parent company rather than in VersaBank itself. The filing suggests that this structural change is intended to transition the company from its current dual-charter banking model to a more conventional U.S. bank holding company structure.

According to the announcement, VersaBank's management identified several strategic benefits from this reorganization. David Taylor, Founder and President of VersaBank, stated that the company expects the restructuring to enhance shareholder value, improve access to capital to support growth, provide eligibility for inclusion in certain U.S. stock indices, further mitigate risk, and reduce corporate costs. The disclosure indicates that the company views the reorganization as addressing both near-term and long-term shareholder interests while positioning the organization for future expansion in the U.S. market.

SEC Registration Statement and Expected Timeline

VersaBank disclosed that Versa Bancorp has filed a Form S-4 registration statement with the U.S. Securities and Exchange Commission under File No. 333-296444 in connection with the proposed reorganization. The announcement states that the company expects the SEC to declare the registration statement effective in the coming weeks, specifically prior to the mailing of the Management Information Circular and Prospectus contained within that registration statement to shareholders. This timeline suggests the company anticipates SEC clearance well before the September 16 shareholder meeting.

The filing emphasizes that the registration statement contains critical documents for shareholder review, including the Management Information Circular and Prospectus. The disclosure notes that these materials will constitute the primary source of detailed information about the reorganization proposal and will be available to shareholders both through direct mail and through public filings with the SEC on its EDGAR website at www.sec.gov. The company has also indicated that shareholders may obtain copies of filing materials without charge by contacting the company's Investor Relations department.

Regulatory Approval Requirements and Uncertainties

The filing clearly states that completion of the proposed reorganization remains subject to obtaining various regulatory approvals beyond shareholder approval. Specifically, the disclosure identifies approval by the Canadian Minister of Finance and approval by the Federal Reserve Board in the United States as regulatory prerequisites for the reorganization to proceed. The announcement indicates that VersaBank is actively moving forward on matters that could expedite subsequent regulatory approval processes in parallel with the shareholder vote preparation.

However, the disclosure includes a cautionary statement noting that there can be no assurance that VersaBank will receive shareholder or regulatory approval in a timely manner, if at all. This language indicates that while management believes the reorganization is achievable, material uncertainty exists regarding both the timing and ultimate approval of the proposal. Investors should note that the filing provides no guidance on the probability of obtaining necessary regulatory approvals or on potential alternative timelines if approvals are delayed.

VersaBank's Business Model and Strategic Position

The filing describes VersaBank as a North American bank with a branchless, digital, business-to-business model supported by proprietary state-of-the-art technology. The disclosure states that the company is federally chartered in both Canada and the United States and focuses on profitably addressing underserved segments of the banking industry in a risk-mitigated manner. The filing indicates that VersaBank obtains substantially all of its deposits and undertakes the majority of its funding activities electronically through financial intermediary partners, creating significant operating leverage that drives efficiency and return on common equity.

The announcement highlights that in August 2024, VersaBank launched its Structured Receivable Program funding solution for point-of-sale finance companies to the U.S. market, describing this solution as having been highly successful in Canada for over 15 years. The filing also notes that VersaBank owns DRT Cyber Inc., a Minnesota-based company described as a North American leader in cybersecurity services to financial institutions, multinational corporations, and government entities. Additionally, the disclosure mentions that through DRT Cyber Inc., VersaBank owns proprietary intellectual property and technology related to digital assets for the banking community, including the company's proprietary Real Bank Tokenized Deposits offering.

Stock Exchange Listing and Shareholder Communication

The filing confirms that VersaBank's common shares currently trade on both the Toronto Stock Exchange and NASDAQ under the symbol VBNK. The announcement indicates that upon completion of the reorganization and effective date of the registration statement, Versa Bancorp will assume the position as the publicly traded company in which existing shareholders hold their equity interests. The disclosure does not specify whether the NASDAQ listing symbol will change following completion of the reorganization.

The company has outlined a clear communication strategy for shareholders regarding the reorganization. The filing directs shareholders to review the registration statement, prospectus, and management information circular materials once available. The disclosure specifies that these documents will be available through the SEC's EDGAR website, through the Canadian SEDAR+ system at www.sedarplus.ca, and through direct request to VersaBank's Investor Relations department at 140 Fullarton Street, Suite 2002, London, Ontario N6A 5P2, with telephone contact at 800-244-1509.

Proxy Solicitation and Investor Disclosures

The filing notes that VersaBank, Versa Bancorp, their respective directors, executive officers, and other persons may be deemed participants in the solicitation of proxies regarding the reorganization proposals. The disclosure indicates that information regarding these directors, executive officers, and other proxy solicitation participants, along with descriptions of their direct and indirect interests through security holdings or otherwise, will be included in the registration statement filed with the SEC. The filing advises investors to read the registration statement and prospectus/management information circular carefully before making any voting or investment decisions.

The announcement emphasizes that neither the registration statement nor the prospectus/management information circular has become final and both remain subject to change. The disclosure indicates that final versions of these documents and other proxy materials are expected to be mailed to shareholders in due course and should be carefully reviewed before any shareholder makes a decision in connection with the reorganization. This language suggests that the documents currently under SEC review may be revised during the clearance process.

Forward-Looking Statements and Risk Factors

The filing includes standard forward-looking statement language indicating that VersaBank's public communications contain statements regarding future events and performance. The announcement specifically identifies as forward-looking statements the expectation that the SEC will declare the registration statement effective, the nature and timing of the shareholder meeting, the impact of the reorganization on VersaBank and its shareholders, and other matters relating to the reorganization. The disclosure notes that these statements are made pursuant to safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities legislation.

The filing cautions that forward-looking statements involve inherent risks and uncertainties, both general and specific, many of which are beyond VersaBank's control. The announcement warns that predictions, forecasts, projections, and other forward-looking statements may not be achieved and that readers should not place undue reliance on such statements. The disclosure indicates that important factors could cause actual results to differ materially from the plans, objectives, expectations, estimates, and intentions expressed in the forward-looking statements, though the specific enumeration of risk factors appears to have been truncated in the disclosed document.

Document Availability and Shareholder Action Items

The filing provides comprehensive guidance on where shareholders can access complete information about the reorganization and the shareholder meeting. The disclosure indicates that once the registration statement is declared effective by the SEC, all relevant documentation will be available through multiple channels. Shareholders can expect to receive printed copies of the management information circular and prospectus by mail, can access documents through the SEC's EDGAR system at www.sec.gov, and can obtain Canadian filings through SEDAR+ at www.sedarplus.ca. The company has also made provisions for shareholders to request materials directly from the Investor Relations department at the London, Ontario address provided.

The announcement advises that shareholders should carefully review all documentation before the September 16, 2026, meeting date. The filing emphasizes that the materials to be mailed will contain important information necessary for shareholders to make informed voting decisions. While the disclosure does not specify the exact mailing date for these materials, the timeline suggested by the announcement indicates that mailings should occur sufficiently in advance of the September 16 meeting to allow shareholders reasonable time for review and consideration of their voting position on the reorganization proposal.