Pomerantz Law Firm Announces the Filing of a Class Action Against ServBanc Holdco, Inc., ServBank, National Association, IF Bancorp, Inc., and its Board of Directors - IROQ
NEW YORK, NY / ACCESS Newswire / April 28, 2026 / Pomerantz LLP announces that a class action lawsuit has been filed against ServBanc Holdco, Inc. ("ServBanc Holdco"), as successor in interest to IF Bancorp, Inc. ("IF Bancorp" or the "Company") (NASDAQ:IROQ), the members of IF Bancorp's board of directors (the "Board"), and ServBank, National Association ("ServBank, N.A."). The class action, filed in the United States District Court for the Northern District of Illinois, and docketed under 26-cv-04873, is brought by Plaintiff against ServBanc Holdco as successor in interest to IF Bancorp, ServBank, N.A., and the Board for violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, 15 U.S.C. § 78n(a) and § 78t(a), and United States Securities and Exchange Commission ("SEC") Rule 14a-9 promulgated thereunder, 17 C.F.R. § 240.14a-9(a). Plaintiff's claims arise in connection with the Board's solicitation of IF Bancorp shareholders to vote in favor of a merger transaction (the "Merger")-based on false representations of the consideration shareholders would receive-pursuant to which IF Bancorp merge with and into ServBanc Holdco.
If you are an investor who purchased or otherwise acquired IF Bancorp securities during the Class Period, you have until June 29, 2026, to ask the Court to appoint you as Lead Plaintiff for the class. A copy of the Complaint can be obtained at www.pomerantzlaw.com. To discuss this action, contact Danielle Peyton at [email protected] or 646-581-9980 (or 888.4-POMLAW), toll-free, Ext. 7980. Those who inquire by e-mail are encouraged to include their mailing address, telephone number, and the number of shares purchased.
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Prior to the Merger, IF Bancorp was the holding company for Iroquois Federal Savings and Loan Association ("Iroquois Federal"), a federally chartered savings association headquartered in Watseka, Illinois. Iroquois Federal's business consisted primarily of taking deposits from the general public and investing those deposits, together with funds generated from operations and borrowings, into a variety of loans and lines of credit.
On November 25, 2024, IF Bancorp shareholders voted to approve a shareholder proposal calling for the prompt sale of the Company.
On October 30, 2025, IF Bancorp filed a Current Report on Form 8-K announcing that one day earlier, it had entered into a merger agreement (the "Merger Agreement") pursuant to which, following a series of transactions, the Company would merge with and into ServBanc Holdco.
On December 30, 2025, to solicit IF Bancorp shareholders to vote in favor of the Merger, the Board authorized the filing of a false and misleading definitive proxy on Schedule 14A ("Proxy") with the SEC.
Among other representations, the Proxy stated that pursuant to the Merger Agreement, each IF Bancorp shareholder would purportedly receive approximately $27.20 per share (the "Merger Consideration"), subject to an adjustment based on IF Bancorp's tangible common equity at the time of closing (the "Equity Based Adjustment").
The approximate per-share consideration of $27.20, preceding the Equity Based Adjustment, represented a premium of just $1.90, or 6.98%, on the $25.30 closing price of IF Bancorp stock on October 29, 2025, the last trading day before Defendants announced the Merger.
The Proxy further stated that pursuant to the Equity Based Adjustment, the Merger Consideration would be reduced if, at the time of closing, IF Bancorp's tangible common equity was less than $77.8 million (the "Merger Consideration Threshold"), and that the Merger Consideration would be reduced by the difference between the Merger Consideration Threshold and IF Bancorp's tangible common equity. Tangible common equity would equal IF Bancorp's "good faith estimate of all income and expenses through the closing of the Merger and (B) unrealized losses in the consolidated securities portfolio," less transaction costs that had not been paid or accrued before the date on which tangible common equity would be calculated, and plus costs or expenses related to claims, demands, or actions regarding the Merger.
The Proxy further stated that if instead, IF Bancorp's tangible common equity at the time of closing was greater than the Merger Consideration Threshold, then each shareholder would purportedly receive a cash dividend equal to the amount by which the Company's equity exceeded the Merger Consideration Threshold, divided by the total number of outstanding shares of the Company's stock (the "Special Dividend").
However, the purported Merger Consideration and Special Dividend were illusory and misled IF Bancorp shareholders into voting for the merger. There was no meaningful likelihood that IF Bancorp's tangible common equity would exceed the Merger Consideration Threshold, and as a result, IF Bancorp shareholders were nearly certain to receive less than $27.20 per share and would not receive the Special Dividend at all. Specifically, Iroquois Federal held a loan participation interest in the amount of $13,996,617 (the "Loan") that it was required to renew before the Merger closed, and it would need ServBanc Holdco to allow it to do so. Following renewal of the Loan, IF Bancorp's tangible common equity would fall below the Merger Consideration Threshold because ServBand Holdco would require it to establish a reserve against the Loan.
The Proxy was negligently prepared and, as a result, contained untrue statements of material fact or omitted to state other facts necessary to make the statements made not misleading and was not prepared in accordance with the rules and regulations governing its preparation. Specifically, the Proxy made false and/or misleading statements and/or failed to disclose that: (i) due to IF Bancorp's required Loan renewal, there was no meaningful likelihood that the Company's tangible common equity would exceed the Merger Consideration Threshold; (ii) accordingly, the Proxy's statements concerning the Merger Consideration and Special Dividend were misleading insofar as they overstated the likelihood that IF Bancorp shareholders would receive the Special Dividend; and (iii) as a result, Defendants' statements about the Company's business, operations, and prospects were materially false and misleading and/or lacked a reasonable basis at all relevant times.
On February 4, 2026, IF Bancorp filed a Current Report on Form 8-K announcing that the Company's shareholders voted to approve the Merger one day earlier. The Company further stated that it expected the Merger to close on March 12, 2026.
On March 10, 2026, just over one month after IF Bancorp shareholders voted to approve the Merger and two days before it closed, IF Bancorp filed a Current Report on Form 8-K announcing it had entered into an agreement with ServBanc Holdco in connection with its request to renew Iroquis Federal's Loan. Pursuant to this agreement, ServBanc Holdco agreed to allow Iroquois Federal to renew the Loan, if it also established a $7 million cash reserve against the Loan.
IF Bancorp further stated that ServBanc Holdco agreed to create a contingent payment fund of $5,004,650 (the "Contingent Payment Fund"), "reflecting the tax-effected impact of the reserve on the Company's tangible common equity". The Contingent Payment Fund would be disbursed among IF Bancorp shareholders "only if the Loan is repaid", and "[a]ccordingly, there is no guarantee as to the amount of the Contingent Payment Fund, if any, that may be paid to Company stockholders". Moreover, the Company further stated that, if the Contingent Payment Fund was disbursed in its entirety, each Company shareholder would receive approximately $1.51 per share. If it were not distributed to Company shareholders, the Contingent Payment Fund would revert to ServBanc Holdco.
Finally, IF Bancorp stated that it had reached a preliminary agreement with ServBanc Holdco as to the tangible common equity calculation and "as a result, the cash merger consideration is expected to be $26.40 per share", excluding any payments from the Contingent Payment Fund.
As a result of Defendants' wrongful acts and omissions, Plaintiff and other Class members were deprived of their right to be presented with accurate proxy materials while asked to vote on the Merger, were caused to vote in favor of the Merger, were caused to not exercise their appraisal rights, and were caused to sell their shares for less than the fair value of those shares.
Pomerantz LLP, with offices in New York, Chicago, Los Angeles, London, Paris, and Tel Aviv, is acknowledged as one of the premier firms in the areas of corporate, securities, and antitrust class litigation. Founded by the late Abraham L. Pomerantz, known as the dean of the class action bar, Pomerantz pioneered the field of securities class actions. Today, more than 85 years later, Pomerantz continues in the tradition he established, fighting for the rights of the victims of securities fraud, breaches of fiduciary duty, and corporate misconduct. The Firm has recovered billions of dollars in damages awards on behalf of class members. See www.pomlaw.com.
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SOURCE: Pomerantz LLP