STATEMENT REGARDING STOCK FOR STOCK ACQUISITION

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014, AS IT FORMS PART OF UK DOMESTIC LAW (UK MAR).

FOR IMMEDIATE RELEASE

Monday 17 March, 2025: OakNorth, the leading commercial digital bank for entrepreneurs by entrepreneurs, today announces that it has agreed to purchase Community Unity Bank (CUB), the home-grown, FDIC-insured community bank based in Birmingham, Michigan, in a stock for stock transaction. The acquisition, which is subject to regulatory approval, follows authorization which OakNorth received in August 2024 from the Federal Reserve and the New York State Department of Financial Services for a Representative Office in New York. It will enable OakNorth, through CUB, to expand its business lending throughout the United States, as well as in Michigan.

Rishi Khosla, CEO and Co-founder of OakNorth, commented: "In the summer of 2023 following the collapse of several US banks which had been focused on serving the lower mid-market, we saw an opportunity to step up and do our part in helping to fill the funding gap they were experiencing. Over the last 18 months, we've supported businesses with their growth ambitions, providing several hundred million dollars of capital. Demand from US borrowers continues to be exceptionally strong and our differentiated offering and unique approach to lending has enabled us to rapidly establish a strong presence in the US market, resulting in us lending c.3x our initial expectations. As a founder-led business built by entrepreneurs, CUB appealed to us as it shares a lot of our same values with regards to customer experience. These values are reflected in its customer feedback, as well as its strong company culture."

Greg Wernette, CEO of CUB added: "Our Board, along with Founder Andy Meisner, had a vision of filling a void in the small business community and serving our customers with a personal touch and outstanding products and services. CUB was formed by bringing together entrepreneurs from around Oakland County with diverse backgrounds to meet a growing need for small business banking. As business owners and executives, we know that access to capital means everything, and CUB was started to meet that need, assembling a team experienced at lending during both up cycles and down cycles. With an entrepreneurial focus at our core, and every team member striving for customer delight, we are very excited to be joining forces with OakNorth to support an even greater number of US businesses together." 

For the purposes of UK MAR and Article 2 of Commission implementing regulation EU (2016/1055 as it forms part of UK domestic law) this announcement is made by Valentina Kristensen, Director of Corporate Affairs (email: [email protected]). 

Notes to editors

Nelson Mullins Riley & Scarborough LLP served as legal counsel to CUB. Stephens Inc. provided certain financial assistance including rendering a fairness opinion to CUB's board of directors. Wachtell, Lipton, Rosen & Katz and Carey Olsen Jersey LLP served as legal counsel to OakNorth.

About OakNorth

Launched in September 2015 and founded by entrepreneurs, OakNorth is a digital bank focused on serving and empowering the lower mid-market (businesses with £$1m-$100m in turnover), that are seeking to scale but are routinely underserved or overlooked by traditional banks. 

To date, it has provided c.$16bn to these businesses across a wide range of sectors, achieving performance metrics that place it amongst the top 1% of commercial banks globally. Its loans have directly contributed to the creation of 56,000 jobs, and over 34,000 new homes across the UK and the US - the majority of which are affordable and social housing. 

It is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. 

Visit www.oaknorth.co.uk for more information. 

About Community Unity Bank:  

Launched in 2022, Community Unity Bank is a home-grown, FDIC-insured community bank in Oakland County, Michigan. The bank offers a full suite of banking products and services and was formed by bringing together entrepreneurs from around Oakland County with diverse backgrounds to meet a growing need for small business lending. As business owners and executives, it knows that access to capital means everything, and CUB was started to meet that need, lending during up cycles and down cycles.

Visit https://www.communityunity.bank/ for more information.

INSIDE INFORMATION

This announcement contains information that qualified or may have qualified as inside information within the meaning of Article 7(1) of UK MAR.  Upon the publication of this announcement via a regulatory information service, any information which qualified or may have qualified as inside information is now considered to be in the public domain.

CAUTION REGARDING FORWARD LOOKING STATEMENTS

This communication may contain certain forward-looking statements, including, but not limited to, certain plans, expectations, goals, projections, and statements about the benefits of the proposed transaction, the plans, objectives, expectations and intentions of OakNorth, and other statements that are not historical facts. Such statements are subject to numerous assumptions, risks, and uncertainties.  While there is no assurance that any list of risks and uncertainties or risk factors is complete, the following are certain factors which could cause actual results to differ materially from those contained or implied in the forward-looking statements: changes in general economic, political, or industry conditions; uncertainty in U.S. and/or U.K. fiscal and monetary policy, including the interest rate policies of the Federal Reserve Board and/or the Bank of England; volatility and disruptions in global capital and credit markets; movements in interest rates; competitive pressures on product pricing and services; success, impact, and timing of our business strategies, including market acceptance of any new products or services; the nature, extent, timing, and results of governmental actions, examinations, reviews, reforms, regulations, and interpretations; the possibility that required regulatory approvals or other closing conditions to the transaction are not satisfied in a timely manner or at all, that the transaction may not close on the anticipated timeline or at all, or that the anticipated benefits of the transaction are not realized when expected or at all; and other factors that may affect the future results of OakNorth or CUB.  All forward-looking statements speak only as of the date they are made and are based on information available at that time. OakNorth does not assume any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by applicable law. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.

Media contact

OakNorth press office - [email protected]

Don Tanner - CUB Communications - [email protected] / 1-248-762-1533