SYBT to acquire Commonwealth Bancshares at 0.9267 shares + $11.20 cash per share

Stock Yards Bancorp, Inc.

Merger consideration: 0.9267 SYBT shares + $11.20 cash per Commonwealth share.
Closing expected in Q4 2021; subject to Commonwealth shareholder approval, regulatory approvals (FRB, FDIC, KY DFI), and tax opinion.
Termination fee of $8M payable by Commonwealth under certain conditions, e.g., adverse change in board recommendation.
Principal Shareholders will hold ~6.2% of SYBT post-close; Laura L. Wells to join SYBT board as Mutually Acceptable Director.
Support agreements with Commonwealth directors and CEO/CFO to vote for merger; Investor Agreement includes 90-day lock-up and standstill.

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