Alpine Banks of Colorado announces shareholder approval of forward stock split of Class A common stock and amended and restated Articles of Incorporation

Rhea-AI Summary

Alpine Banks of Colorado (OTCQX: ALPIB) announced shareholder approval of significant corporate changes, including a 150-for-1 forward stock split of Class A common stock and amended Articles of Incorporation. The key changes include:

• Increasing total authorized common stock from 15.1M to 30M shares
• Expanding Class A authorized shares from 100,000 to 15M
• Equal dividend rights for Class A and B shareholders
• Voting structure: 20 votes per Class A share, 1 vote per Class B share

The stock split will be effective May 1, 2025, with a record date of April 22, 2025. Current Class A shares (approximately 52,150) will increase to about 7,822,500 post-split. Shareholders will receive book entry statements for additional shares, with no action required for certificate holders.

Positive

• Stock split could improve share liquidity and trading accessibility
• Equal dividend rights established for all shareholders
• Increased authorized shares provides flexibility for future growth
• No action required from shareholders for split implementation

Negative

• Voting power concentration with Class A shares (20:1 ratio)
• 66 2/3% voting power requirement for certain corporate actions may limit flexibility
• Potential short-term stock price volatility during split implementation

GLENWOOD SPRINGS, Colo., April 11, 2025 (GLOBE NEWSWIRE) -- Alpine Banks of Colorado (OTCQX: ALPIB) (“Alpine” or the “Company”), the holding company for Alpine Bank (the “Bank”), announced yesterday its shareholders voted to approve amended and restated Articles of Incorporation to affect the following actions, among other things:

• Increase the total authorized shares of common stock that the Company is authorized to issue from 15,100,000 to 30,000,000.
• Increase the authorized shares of the Class A common stock from 100,000 to 15,000,000.
• Effect a forward stock split of the outstanding shares of the Class A common stock by a ratio of 150-for-1.
• Provide that holders of Class A common stock and Class B common stock shall be entitled to share equally in dividends and other distributions on a per share basis based upon the number of shares issued and outstanding.
• Provide that each one share of Class B common stock shall be entitled to one vote.
• Provide that each one share of Class A common stock shall be entitled to 20 votes.
• Provide that unless otherwise required by law, the Class A common stock and Class B common stock will vote together as a single class on all matters, including the election of directors.
• Provide that a majority of the total voting power of the outstanding shares of common stock entitled to vote shall constitute a quorum at any meeting of shareholders.
• Provide that the approval of certain corporate actions requires the approval of more than 66 2/3% of the voting power of the outstanding shares of common stock entitled to vote.
  

The amended and restated Articles of Incorporation and the related stock split of the Class A common stock will become effective upon the effective date specified in the filing with the Colorado Secretary of State which Alpine anticipates will occur on May 1, 2025.

The 150-for-1 stock split of Alpine’s Class A common stock will be executed in the form of a stock dividend of 149 additional shares of Class A shares for every one Class A share issued and outstanding to shareholders as of the close of business on the record date of April 22, 2025. After the close of business on May 1, 2025, Alpine’s transfer agent, Equiniti Trust Company, LLC, will distribute to shareholders of record on the record date a book entry statement in lieu of a share certificate, which will represent the additional number of Class A shares to be received as a result of the stock split. Holders of Class A shares do not need to exchange their existing stock certificates if they hold shares in certificate form.

Alpine currently has approximately 52,150 Class A shares outstanding. After the stock split, the number of Class A shares outstanding will increase to approximately 7,822,500 shares. Alpine’s Class B common stock will not be affected by the stock split but will be affected by the amended and restated Articles of Incorporation as described above.

Answers to frequently asked questions about the stock split are available in the Investor Relations section of our website at https://www.alpinebank.com/who-we-are/investor-relations.html.

About Alpine Banks of Colorado
Alpine Banks of Colorado, through its wholly owned subsidiary Alpine Bank, is a $6.5 billion, independent, employee-owned organization founded in 1973 with headquarters in Glenwood Springs, Colorado. Alpine Bank employs 890 people and serves 170,000 customers with personal, business, wealth management*, mortgage, and electronic banking services across Colorado’s Western Slope, mountains, and Front Range. Alpine Bank has a five-star rating – meaning it has earned a superior performance classification – from BauerFinancial, an independent organization that analyzes and rates the performance of financial institutions in the United States. Shares of the Class B nonvoting common stock of Alpine Banks of Colorado trade under the symbol “ALPIB" on the OTCQX^® Best Market. Learn more at www.alpinebank.com.

*Alpine Bank Wealth Management services are not FDIC insured, may lose value, and are not guaranteed by the Bank.

Contacts:		Glen Jammaron		Eric A. Gardey
		President and Vice Chairman		Chief Financial Officer
		Alpine Banks of Colorado		Alpine Banks of Colorado
		2200 Grand Avenue		2200 Grand Avenue
		Glenwood Springs, CO 81601		Glenwood Springs, CO 81601
		(970) 384-3266		(970) 384-3257

A note about forward-looking statements
This press release contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “reflects,” “believes,” “can,” “would,” “should,” “will,” “estimates,” “looks forward to,” “continues,” “expects” and similar references to future periods. Examples of forward-looking statements include, but are not limited to, statements we make regarding our evaluation of macro-environment risks, Federal Reserve rate management, and trends reflecting things such as regulatory capital standards and adequacy. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. We caution you therefore against relying on any of these forward- looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. Important factors that could cause actual results to differ materially from those in the forward-looking statement include, but are not limited to:

• The ability to attract new deposits and loans;
• Demand for financial services in our market areas;
• Competitive market-pricing factors;
• Changes in assumptions underlying the establishment of allowances for loan losses and other estimates;
• Effects of future economic, business and market conditions, including higher inflation;
• Adverse effects of public health events, such as the COVID-19 pandemic, including governmental and societal responses;
• Deterioration in economic conditions that could result in increased loan losses;
• Actions by competitors and other market participants that could have an adverse impact on expected performance;
• Risks associated with concentrations in real estate-related loans;
• Risks inherent in making loans, such as repayment risks and fluctuating collateral values;
• Market interest rate volatility, including changes to the federal funds rate;
• Stability of funding sources and continued availability of borrowings;
• Geopolitical events, including acts of war, international hostilities and terrorist activities;
• Assumptions and estimates used in applying critical accounting policies and modeling, including under the CECL model, which may prove unreliable, inaccurate, or not predictive of actual results;
• Actions of government regulators, including potential future changes in the target range for the federal funds rate by the Board of Governors of the Federal Reserve;
• Sale of investment securities in a loss position before their value recovers, including as a result of asset liability management strategies or in response to liquidity needs;
• Any increases in FDIC assessments;
• Risks associated with potential cybersecurity incidents, data breaches or failures of key information technology systems;
• The ability to maintain adequate liquidity and regulatory capital, and comply with evolving federal and state banking regulations;
• Changes in legal or regulatory requirements or the results of regulatory examinations that could restrict growth;
• The ability to recruit and retain key management and staff;
• The ability to raise capital or incur debt on reasonable terms; and
• Effectiveness of legislation and regulatory efforts to help the U.S. and global financial markets.
  

There are many factors that could cause actual results to differ materially from those contemplated by forward-looking statements. Any forward-looking statement made by us in this press release or in any subsequent written or oral statements attributable to the Company are expressly qualified in their entirety by the cautionary statements above. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

Contact:		Eric Gardey, Chief Financial Officer
		Alpine Banks of Colorado
		(970) 384-3257
		ericgardey@alpinebank.com

FAQ

When will the ALPIB 150-for-1 stock split take effect?

The stock split will become effective on May 1, 2025, with a record date of April 22, 2025.

How many shares will ALPIB have after the stock split?

ALPIB's Class A shares will increase from approximately 52,150 to 7,822,500 shares after the split.

What are the new voting rights for ALPIB Class A and B shares?

Class A shares will have 20 votes per share, while Class B shares will have 1 vote per share.

How will ALPIB shareholders receive their additional shares from the split?

Shareholders will receive book entry statements from Equiniti Trust Company for the additional shares, with no action required for certificate holders.

What is the new dividend policy for ALPIB Class A and B shares?

Class A and B shareholders will share equally in dividends and distributions on a per share basis.