---
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"
generated_at: "2026-06-07T19:43:46.945105+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Evans Bancorp closes sale of insurance agency to Gallagher for $40M; $2.377M holdback added

## Summary
- 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.

## SEC filing metadata
- accession: 0001104659-23-122886
- form_type: 8-K
- cik: 0000842518
- company_name: EVANS BANCORP INC
- filed_at: 2023-12-01T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 2.01, 5.02, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-23-122886
- JSON: https://secwatch.observer/filing/0001104659-23-122886.json
- Plain text: https://secwatch.observer/filing/0001104659-23-122886.txt

## Key facts
- Executive change
  Aaron M. Whitehouse departed as President of TEA at EVANS BANCORP INC.
  - Action: ended his employment
  - Role: President of TEA
  source text: On November 30, 2023, Aaron M. Whitehouse, President of TEA, ended his employment with TEA.
  evidence_url: https://www.sec.gov/Archives/edgar/data/842518/000110465923122886/0001104659-23-122886-index.htm
- M&A Transactions
  EVANS BANCORP INC completed a disposition involving Arthur J. Gallagher & Co. for $40.0 million in cash (closed 2023-11-30).
  - Action: disposition
  - Counterparty: Arthur J. Gallagher & Co.
  - Consideration: $40.0 million in cash
  - Closing: 2023-11-30
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/842518/000110465923122886/0001104659-23-122886-index.htm
- Material Agreements
  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).
  - Action: amendment
  - Agreement: asset purchase
  - Counterparty: Arthur J. Gallagher & Co. and Arthur J. Gallagher Risk Management Services, LLC
  - Value: $40.0 million
  - Effective: 2023-11-30
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/842518/000110465923122886/0001104659-23-122886-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.