Regulators clear Independent Bank (NASDAQ: IBCP) acquisition of HCB Financial Corp.
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Independent Bank Corporation is moving closer to acquiring HCB Financial Corp. and Highpoint Community Bank. The banks previously signed a definitive merger agreement for Independent Bank (IBCP) to acquire HCB. Regulators, including the Federal Reserve Bank of Chicago and the Michigan Department of Insurance and Financial Services, have approved the proposed transaction.
A meeting of HCB shareholders is scheduled for June 17, 2026 to vote on the merger agreement. Assuming shareholder approval and satisfaction of remaining closing conditions, the merger is currently expected to become effective on July 1, 2026. Independent Bank reports approximately $5.5 billion in assets, while HCB reports approximately $590 million, highlighting the strategic scale of the combination.
Positive
- Key regulatory approvals obtained: The proposed acquisition of HCB Financial Corp. and Highpoint Community Bank has been approved by both the Federal Reserve Bank of Chicago and the Michigan Department of Insurance and Financial Services, a major step toward closing.
- Strategic in-state expansion: Independent Bank Corporation, with approximately $5.5 billion in assets and 59 Michigan locations, plans to add HCB’s roughly $590 million in assets and 7 branches, meaningfully enlarging its Michigan presence if completed.
Negative
- None.
Insights
Regulatory approvals advance Independent Bank’s planned acquisition of HCB, with closing still contingent on shareholder and closing conditions.
Independent Bank Corporation has secured merger approvals from the Federal Reserve Bank of Chicago and the Michigan Department of Insurance and Financial Services to acquire HCB Financial Corp. Independent has approximately $5.5 billion in assets, while HCB adds about $590 million, expanding its Michigan footprint.
The filing notes a shareholder meeting at HCB on June 17, 2026 to vote on the merger agreement. The merger is expected to be effective on July 1, 2026, subject to HCB shareholder approval and other closing conditions. Forward-looking statement language underscores that completion is not guaranteed.
If completed, the deal would combine Independent’s 59 Michigan locations with Highpoint’s 7 branches, increasing scale in the state. Investors can later review the Form S-4 proxy statement/prospectus and future filings for final closing confirmation and post-merger integration details.
8-K Event Classification
2 items: 8.01, 9.01
2 items
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Independent Bank assets: $5.5 billion
HCB Financial assets: $590 million
Highpoint deposits: $532 million
+5 more
8 metrics
Independent Bank assets
$5.5 billion
Total assets of Independent Bank Corporation
HCB Financial assets
$590 million
Total assets of HCB Financial Corp.
Highpoint deposits
$532 million
Highpoint Community Bank deposits
Highpoint loans
$354 million
Highpoint Community Bank loans
HCB shareholder meeting date
June 17, 2026
Scheduled vote on merger agreement
Expected merger effective date
July 1, 2026
Planned effective date, subject to conditions
Independent branches
59 locations
Independent Bank locations in Michigan’s Lower Peninsula
Highpoint branches
7 branches
Highpoint Community Bank branch locations
Key Terms
definitive merger agreement, Form S-4, proxy statement/prospectus, forward-looking statements, +2 more
6 terms
definitive merger agreement financial
"previously announced the signing of a definitive merger agreement on March 18, 2026"
A definitive merger agreement is the final, signed contract that sets the exact terms for two companies to combine, including the price, payment method, conditions to closing, and what happens if the deal falls apart. For investors it matters because it turns a tentative plan into a legally binding arrangement—like signing a mortgage rather than agreeing to look at a house—so it often has an immediate effect on share prices and clarifies the risks from regulatory approval, financing or breakup fees.
Form S-4 regulatory
"Independent has filed with the SEC a registration statement on Form S-4 that includes a proxy statement"
A Form S-4 is a legal document that companies file with the government to announce and explain a major business move, such as a merger or acquisition. It provides detailed information to help investors understand how the deal might affect the company's value and future prospects, similar to a detailed blueprint that clarifies the impact of a significant change.
proxy statement/prospectus regulatory
"a registration statement on Form S-4 that includes a proxy statement of HCB and a prospectus of Independent"
A proxy statement or prospectus is a document that companies send to shareholders to provide important information about upcoming decisions or investments, such as voting on company issues or offering new shares to the public. It helps investors understand the details and risks involved, enabling them to make informed choices about their ownership or involvement with the company.
forward-looking statements regulatory
"This document contains certain forward-looking statements about Independent and HCB"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Private Securities Litigation Reform Act of 1995 regulatory
"covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995"
Participants in the Solicitation regulatory
"Participants in the Solicitation Under SEC rules, Independent, HCB, and certain of their respective directors"
People or firms who actively seek to influence shareholders’ choices in a corporate action—such as a vote, merger, proxy contest, or tender offer. This can include company insiders, advisers, bankers, lawyers and professional solicitors who contact investors to persuade them. Investors care because knowing who is doing the persuading reveals potential conflicts, resources and credibility behind the campaign, much like checking who is organizing a political campaign before accepting its message.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): June 11, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (Address of principal executive office) | (Zip Code) | ||||
Registrant’s telephone number,
including area code:
(616 ) 527-5820
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) Subject Company: HCB Financial Corp. (Commission File No. N/A) | |||||
| 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 | ||||||
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 o
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. o
Item 8.01. Other Events
Independent Bank Corporation (“IBCP”), the parent company of Independent Bank, and HCB Financial Corp. (“HCB”), the parent company of Highpoint Community Bank, previously announced the signing of a definitive merger agreement on March 18, 2026 for IBCP to acquire HCB.
On June 12, 2026, IBCP issued a press release announcing that the proposed transaction has been approved by both the Federal Reserve Bank of Chicago and the Michigan Department of Insurance and Financial Services.
The completion of merger remains subject to the satisfaction of the other closing conditions contained in the Agreement and Plan of Merger dated March 18, 2026, between IBCP and HCB, including the approval of HCB shareholders. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated into this Item 8.01 by reference.
Forward Looking Statements
This document contains certain forward-looking statements about IBCP and HCB, such as statements about the timing and expected completion of the proposed merger. IBCP and HCB intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies and expectations of IBCP and HCB, are identified by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” or similar expressions. Actual results could differ materially from the results indicated by these statements because the realization of those results is subject to many risks and uncertainties, including, among other things, the inability to complete the proposed merger due to the failure to satisfy the various conditions to closing, including failure to obtain the required shareholder approval or the failure of the proposed merger to close for any other reason. Additional information concerning IBCP, including additional factors and risks that could materially affect IBCP’s financial results, are included in IBCP’s filings with the SEC, including its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. Forward-looking statements speak only as of the date they are made. All subsequent written and oral forward-looking statements concerning the proposed merger or other matters attributable to IBCP or HCB or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Except as required by law, neither IBCP nor HCB undertake any obligation to update any forward-looking information contained in this document, whether as a result of new information, future events, or otherwise.
Additional Information and Where to Find It
In connection with the proposed merger, IBCP has filed with the SEC a registration statement on Form S-4 that includes a proxy statement of HCB and a prospectus of IBCP, as well as other relevant documents concerning the proposed merger. This communication is not a substitute for the proxy statement/prospectus or registration statement or for any other document that IBCP may file with the SEC or that HCB may send to its shareholders in connection with the proposed merger. Shareholders of HCB are urged to carefully read the registration statement and accompanying proxy statement/prospectus regarding the proposed merger and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they contain important information.
Free copies of the proxy statement/prospectus included in the registration statement, as well as other filings containing information about IBCP, HCB, and the proposed merger, may be obtained at the SEC’s website: www.sec.gov. You may also obtain these documents, free of charge, from IBCP at www.independentbank.com under the tab “Investor Relations” and then “Financials - SEC Filings.” The information available through IBCP’s website is not and shall not be deemed part of this press release or incorporated by reference into other filings IBCP makes with the SEC. Alternatively, these documents can be obtained free of charge from IBCP upon written request to IBCP Bank Corporation, 4200 East Beltline, Grand Rapids, MI 49525, Attention: Investor Relations; or from HCB upon written request to HCB Financial Corp., 150 West Court Street, Hastings, MI 49058, Attention: Amanda Bechler-Currier, CFO.
Participants in the Solicitation
Under SEC rules, IBCP, HCB, and certain of their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies from HCB’s shareholders in favor of the approval of the definitive merger agreement. Information about such directors and executive officers of IBCP and their direct or indirect interests, by security holdings or otherwise, can be found in IBCP’s proxy statement in connection with its 2025 annual meeting of shareholders, as filed with the SEC on March 6, 2025, and other documents subsequently filed by IBCP with the SEC. To the extent holdings of common stock by its directors or executive officers have changed since the amounts set forth in IBCP’s proxy statement in connection with its 2025 annual meeting of shareholders, such changes have been or will be reflected in filings with the SEC on Forms 3, 4, and 5. Further information regarding the direct or indirect interests of the directors and executive officers of IBCP, along with information about the directors and executive officers of HCB and their direct or indirect interests and information regarding the interests of other persons who may be deemed participants in
2
the solicitation, may be obtained by reading the proxy statement/prospectus included in the registration statement regarding the merger. Free copies of this document may be obtained as described above.
No Offer or Solicitation
This communication is not intended to and does not constitute an offer to sell, the solicitation of an offer to subscribe for or buy, an invitation to purchase or subscribe for any securities, or the solicitation of any vote or approval pursuant to the merger agreement or otherwise. There shall not be any offer, solicitation, or sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable laws.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
99.1 | Joint Press Release of Independent Bank Corporation and HCB Financial Corp. dated June 12, 2026. This Exhibit is furnished to, and not filed with, the Commission. | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
3
SIGNATURE
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 thereunto duly authorized.
| INDEPENDENT BANK CORPORATION | ||||||||||||||
| (Registrant) | ||||||||||||||
| Date | June 12, 2026 | By | s/Gavin A. Mohr | |||||||||||
| Gavin A. Mohr, Principal Financial Officer | ||||||||||||||
4
Filed by Independent Bank Corporation
Commission File Number 0-7818
Pursuant to Rule 425 Under the Securities Act of 1933
Form S-4 File No. 333-295489
Subject Company: HCB Financial Corp.
Commission File Number of HCB Financial Corp.: N/A
Independent Bank Corporation Announces Regulatory Approvals to Acquire HCB Financial Corp. and Highpoint Community Bank
June 12, 2026
GRAND RAPIDS, Mich., and HASTINGS, Mich., June 12, 2026 (GLOBE NEWSWIRE) - Independent Bank Corporation (NASDAQ: IBCP), the parent company of Independent Bank, with total assets of approximately $5.5 billion, and HCB Financial Corp. (“HCB”), the parent company of Highpoint Community Bank, with total assets of approximately $590 million, previously announced the signing of a definitive merger agreement on March 18, 2026 for IBCP to acquire HCB.
The proposed transaction has been approved by both the Federal Reserve Bank of Chicago and the Michigan Department of Insurance and Financial Services.
A meeting of the HCB shareholders has been scheduled for June 17, 2026 to consider and vote upon a proposal to approve the merger agreement between IBCP and HCB. Assuming requisite HCB shareholder approval and satisfaction of other closing conditions, the merger of IBCP and HCB is currently expected to be effective on July 1, 2026.
About Independent Bank Corporation
Independent Bank Corporation (NASDAQ: IBCP) is a Grand Rapids-based bank holding company with approximately $5.5 billion in assets. Founded in 1864 as First National Bank of Ionia, the company operates 59 locations across Michigan’s Lower Peninsula. Independent offers a full suite of retail and commercial banking, mortgage lending, and investment services designed to empower the communities it serves.
About HCB Financial Corp.
HCB Financial Corp. (OTCPK: HCBN) is the holding company for Highpoint Community Bank, headquartered in Hastings, Michigan. Highpoint serves its communities through 7 branch locations with approximately $590 million in total assets, $532 million in deposits, and $354 million in loans. Since its founding, Highpoint has been dedicated to relationship-based banking and supporting local economic growth.
Forward Looking Statements
This document contains certain forward-looking statements about Independent and HCB, such as statements about the timing and expected completion of the proposed merger. Independent and HCB intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies and expectations of Independent and HCB, are identified by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” or similar expressions. Actual results could differ materially from the results indicated by these statements because the realization of those results is subject to many
risks and uncertainties, including, among other things, the inability to complete the proposed merger due to the failure to satisfy the various conditions to closing, including failure to obtain the required shareholder approval or the failure of the proposed merger to close for any other reason. Additional information concerning Independent, including additional factors and risks that could materially affect Independent’s financial results, are included in Independent’s filings with the SEC, including its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. Forward-looking statements speak only as of the date they are made. All subsequent written and oral forward-looking statements concerning the proposed merger or other matters attributable to Independent or HCB or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Except as required by law, neither Independent nor HCB undertake any obligation to update any forward-looking information contained in this document, whether as a result of new information, future events, or otherwise.
Additional Information and Where to Find It
In connection with the proposed merger, Independent has filed with the SEC a registration statement on Form S-4 that includes a proxy statement of HCB and a prospectus of Independent, as well as other relevant documents concerning the proposed merger. This press release is not a substitute for the proxy statement/prospectus or registration statement or for any other document that Independent may file with the SEC or that HCB may send to its shareholders in connection with the proposed merger. Shareholders of HCB are urged to carefully read the registration statement and accompanying proxy statement/prospectus regarding the proposed merger and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they contain important information.
Free copies of the proxy statement/prospectus included in the registration statement, as well as other filings containing information about Independent, HCB, and the proposed merger, may be obtained at the SEC’s website: www.sec.gov. You may also obtain these documents, free of charge, from Independent at www.independentbank.com under the tab “Investor Relations” and then “Financials - SEC Filings.” The information available through Independent’s website is not and shall not be deemed part of this press release or incorporated by reference into other filings Independent makes with the SEC. Alternatively, these documents can be obtained free of charge from Independent upon written request to Independent Bank Corporation, 4200 East Beltline, Grand Rapids, MI 49525, Attention: Investor Relations; or from HCB upon written request to HCB Financial Corp., 150 West Court Street, Hastings, MI 49058, Attention: Amanda Bechler-Currier, CFO.
Participants in the Solicitation
Under SEC rules, Independent, HCB, and certain of their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies from HCB’s shareholders in favor of the approval of the definitive merger agreement. Information about such directors and executive officers of Independent and their direct or indirect interests, by security holdings or otherwise, can be found in Independent’s proxy statement in connection with its 2025 annual meeting of shareholders, as filed with the SEC on March 6, 2025, and other documents subsequently filed by Independent with the SEC. To the extent holdings of common stock by its directors or executive officers have changed since the amounts set forth in Independent’s proxy statement in connection with its 2025 annual meeting of shareholders, such changes have been or will be reflected in filings with the SEC on Forms 3, 4, and 5. Further information regarding the direct or indirect interests of the directors and executive officers of Independent, along with information about the directors and executive officers of HCB and their direct or indirect interests and information regarding the interests of other persons who may be deemed participants in the solicitation, may be obtained by reading the proxy statement/prospectus included in the registration statement regarding the merger. Free copies of this document may be obtained as described above.
No Offer or Solicitation
This communication is not intended to and does not constitute an offer to sell, the solicitation of an offer to subscribe for or buy, an invitation to purchase or subscribe for any securities, or the solicitation of any vote or approval pursuant to the merger agreement or otherwise. There shall not be any offer, solicitation, or sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable laws.
Independent Contacts: William B. Kessel, President and CEO, 616.447.3933
Gavin A. Mohr, Chief Financial Officer, 616.447.3929
HCB Contacts: Mark Kolanowski, President and CEO, 269.945.2401
FAQ
What did Independent Bank Corporation (IBCP) announce in this 8-K filing?
Independent Bank Corporation announced key regulatory approvals for its planned acquisition of HCB Financial Corp. and Highpoint Community Bank. The Federal Reserve Bank of Chicago and Michigan’s Department of Insurance and Financial Services have approved the merger, which still depends on HCB shareholder approval and other closing conditions.
How large are Independent Bank Corporation (IBCP) and HCB Financial Corp. in terms of assets?
Independent Bank reports approximately $5.5 billion in assets, while HCB Financial Corp. reports about $590 million. Independent also operates 59 locations across Michigan’s Lower Peninsula, and Highpoint Community Bank serves its communities through 7 branch locations, illustrating the relative scale of each institution.
When is the merger between Independent Bank Corporation and HCB currently expected to close?
The merger is currently expected to be effective on July 1, 2026. This anticipated closing date assumes HCB shareholders approve the merger on June 17, 2026, and all other closing conditions outlined in the Agreement and Plan of Merger are satisfied in a timely manner.
What documents has Independent Bank Corporation filed with the SEC for the HCB merger?
Independent Bank has filed a registration statement on Form S-4 that includes a proxy statement/prospectus for the HCB merger. This Form S-4 contains important information for HCB shareholders and is available for free on the SEC’s website and via Independent Bank’s investor relations resources.
Does this communication constitute an offer to sell securities of Independent Bank Corporation?
No, the communication explicitly states it is not an offer to sell or solicit purchases of securities. Any offer of securities related to the merger would be made only by means of a prospectus meeting Section 10 of the Securities Act of 1933 and in accordance with applicable securities laws.