{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-23-122886","form_type":"8-K","ticker":null,"cik":"0000842518","company_name":"EVANS BANCORP INC","filed_at":"2023-12-01T23:59:59+00:00","discovered_at":"2026-05-14T18:03:32.137667+00:00","generated_at":"2026-06-07T19:43:46.945105+00:00","sec_items":["1.01","2.01","5.02","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"Evans Bancorp closes sale of insurance agency to Gallagher for $40M; $2.377M holdback added","bullets":["Closed sale of The Evans Agency (TEA) to Arthur J. Gallagher & Co. for $40M cash, as previously announced Nov 7.","At closing, Gallagher paid $35.6M cash to TEA, placed $2M in escrow for indemnification, and retained $2.377M holdback.","Holdback of $2.377M is payable to TEA after two years based on performance of certain customer accounts.","TEA had total revenue of $10.0M for year ended Dec 31, 2022; president Aaron Whitehouse left TEA and joined Gallagher.","Amendment to purchase agreement added the holdback provision; pro forma financials to be filed by Dec 6."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-23-122886","json":"https://secwatch.observer/filing/0001104659-23-122886.json","markdown":"https://secwatch.observer/filing/0001104659-23-122886.md","text":"https://secwatch.observer/filing/0001104659-23-122886.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/842518/000110465923122886/0001104659-23-122886-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/842518/000110465923122886/tm2332008d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-07T19:43:46.945105+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"f03fb92df4","claim":"Aaron M. Whitehouse departed as President of TEA at EVANS BANCORP INC.","evidence_excerpt":"On November 30, 2023, Aaron M. Whitehouse, President of TEA, ended his employment with TEA.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/842518/000110465923122886/0001104659-23-122886-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ended his employment"},{"label":"Role","value":"President of TEA"}],"fact_type":"executive_change"},{"claim_id":"9831dad7dd2b692bce781a6f2763b093105d81fc","claim":"EVANS BANCORP INC completed a disposition involving Arthur J. Gallagher & Co. for $40.0 million in cash (closed 2023-11-30).","evidence_excerpt":"J. Gallagher Risk Management Services, LLC (collectively, “Gallagher”), pursuant to which TEA agreed sell substantially all of its assets to Gallagher for a purchase price of $40.0 million in cash (the “Transaction”). The amendment provides that Gallagher will hold back $2,377,000 of the purchase price, to be payable following the second anniversary of the closing","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/842518/000110465923122886/0001104659-23-122886-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"disposition"},{"label":"Counterparty","value":"Arthur J. Gallagher & Co."},{"label":"Consideration","value":"$40.0 million in cash"},{"label":"Closing","value":"2023-11-30"}],"fact_type":"ma_transaction"},{"claim_id":"5fca3cc657de360a24b9f5b561ccd81c87add9e0","claim":"EVANS BANCORP INC amended Asset Purchase Agreement with Arthur J. Gallagher & Co. and Arthur J. Gallagher Risk Management Services, LLC valued at $40.0 million (effective 2023-11-30).","evidence_excerpt":"Evans Bancorp, Inc. (the “Company”), Evans National Financial Services, LLC (“ENFS”), a wholly-owned subsidiary of the Company, and The Evans Agency, LLC (“TEA”), a wholly-owned subsidiary of ENFS, amended their previously announced Asset Purchase Agreement (the “Purchase Agreement”) with Arthur J. Gallagher & Co. and Arthur J. Gallagher Risk Management Services, LLC (collectively, “Gallagher”), pursuant to which TEA agreed sell substantially all of its assets to Gallagher for a purchase price of $40.0 million in cash (the “Transaction”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/842518/000110465923122886/0001104659-23-122886-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"amendment"},{"label":"Agreement","value":"asset purchase"},{"label":"Counterparty","value":"Arthur J. Gallagher & Co. and Arthur J. Gallagher Risk Management Services, LLC"},{"label":"Value","value":"$40.0 million"},{"label":"Effective","value":"2023-11-30"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}