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ISABELLA BANK CORP (ISBA) Form 424B3 — Aug 10, 2026

$ISBAForm 424B3Filed Aug 10, 2026, 4:05 PM ET0001104659-26-093351Original filing

Isabella Bank Corporation has filed the proxy statement/prospectus for its acquisition of Grand River Commerce, Inc., with Grand River shareholders set to vote on the merger at a virtual special meeting on September 18, 2026. The deal pairs $18,262,391 in aggregate cash covering 35% of shares with 839,003 new Isabella shares covering the other 65%, valuing Grand River at roughly $52.0 million based on Isabella's August 3, 2026 close of $40.24. Based on an estimated 9,136,529 Grand River shares outstanding, electing holders receive an estimated $5.71 per share in cash and the estimated exchange ratio is 0.1413 Isabella shares per Grand River share.

Key figures

Deal Value Usd
approximately $52.0 million (at ISBA $40.24 close, Aug 3, 2026); approximately $54.6 million at announcement (Jun 11, 2026)
Shares Offered
839003
Cash Stock Mix
35% cash / 65% stock
Termination Fee
$2.18 million
Special Meeting Date
September 18, 2026 (virtual)
Estimated Exchange Ratio
0.1413
Outside Termination Date
June 11, 2027
Aggregate Cash Consideration
18262391
Isabella Deposits Mar31 2026
approximately $1.9 billion
Isabella Net Loans Mar31 2026
approximately $1.5 billion
Insider Voting Agreement Shares
570895
Insider Voting Agreement Percent
approximately 7.75%
Isabella Total Assets Mar31 2026
approximately $2.3 billion
Acl To Total Loans Closing Condition
at least 1.12%
Grand River Total Loans Mar31 2026
approximately $433.0 million
Grand River Total Assets Mar31 2026
approximately $511.7 million
Per Share Cash Consideration Estimate
5.71
Grand River Total Deposits Mar31 2026
approximately $438.9 million
Cash Consideration Reduction Threshold
$45.7 million
Isabella Shareholders Equity Mar31 2026
approximately $234.0 million
Minimum Adjusted Equity Closing Condition
$40.0 million
Grand River Shareholders Equity Mar31 2026
approximately $36.7 million
Implied Value Per Grand River Share Aug3 2026
5.69
Pro Forma Ownership Existing Isabella Holders
approximately 90.1%
Pro Forma Ownership Former Grand River Holders
approximately 9.9%
Implied Value Per Grand River Share Jun11 2026
6.11
Grand River Voting Shares Outstanding Aug3 2026
7367958

AI analysis

Red flags6 · Pro

The rest of the AI analysis, red flags and sentiment are part of Signal8 Pro.

AI-generated analysis of a public disclosure. Not investment advice; verify against the original document.

    ISABELLA BANK CORP (ISBA) Form 424B3 — Aug 10, 2026: AI Analysis | Signal8