Stock Yards Bancorp (SYBT) M&A announcement summary

Deal rationale and strategic fit

• Expands and accelerates presence into Western Kentucky, especially Henderson, and enhances scale in adjacent markets like Evansville, with a disciplined, relationship-driven culture and minimal market overlap.

• Creates Kentucky's leading community banking franchise with $10.4 billion in assets, 81 branches, and $8.4 billion in trust assets under management.

• Enhances wealth management capabilities by adding $0.8 billion in assets under management.

• Leadership and board members from Field & Main will join the combined entity, supporting integration and local expertise.

• Combines complementary, client-centric franchises with shared values and a focus on high-touch customer service.

Financial terms and conditions

• All-stock transaction: Field & Main shareholders receive 0.6550 shares for each share held, with an implied purchase price of $44.55 per share and total deal value of approximately $105.7 million.

• Pro forma ownership: 95% acquirer, 5% acquired.

• Price/tangible book value: 1.5x; price/LTM earnings: 10x; price/2026 earnings plus cost savings: 6x.

• Transaction expected to be 5.7% accretive to EPS in 2027, with tangible book value dilution of 0.9% earned back in under one year.

• Pro forma TCE ratio of 9.5% and total risk-based capital ratio of 13.4% at close; post-closing capital ratios projected to remain above well-capitalized thresholds.

Synergies and expected cost savings

• Cost savings estimated at ~34% of Field & Main's non-interest expenses, with 33% realized in 2026 and full realization in 2027.

• No branch closures anticipated; system conversion planned for October 2026, with partial cost savings in 2026.

• Revenue synergies identified but not included in financial modeling.

• Incremental earnings from the transaction expected to offset financial impacts of crossing $10 billion in assets.

• Enhanced operating leverage and expanded capabilities anticipated for customers in Western Kentucky and adjacent markets.