AtlasClear Holdings Files Regulatory Applications to Acquire Commercial Bancorp, Parent of Farmers State Bank

Filing Marks a Key Milestone in AtlasClear’s Strategy to Build a Vertically Integrated Financial Services Platform

AtlasClear Holdings, Inc., a technology-enabled financial services holding company, announced that it has submitted regulatory applications seeking approval to acquire Commercial Bancorp, a Bank Holding Company and the parent company of Farmers State Bank, a profitable, well-capitalized Federal Reserve member bank.

The applications were filed with the Federal Reserve Board and the Wyoming Division of Banking, and represent the next step in the transaction process following the Company’s February 2026 announcement of a definitive Share Purchase Agreement (“SPA”) to acquire 100% of the outstanding shares of Commercial Bancorp. Under the terms of the SPA, approximately 73% of the total consideration is structured in shares of AtlasClear common stock, with the remainder payable in cash, subject to customary adjustments.

“Submitting these regulatory applications is a significant step forward in executing our strategy to build a fully integrated financial services platform,” said Craig Ridenhour, President of AtlasClear. “Farmers State Bank brings a stable, profitable, and well-capitalized banking franchise that will complement our existing clearing infrastructure at Wilson-Davis & Co. We believe this combination will enhance our capabilities in deposits, payments, and lending, while creating long-term value for shareholders through scale, diversified revenue streams, and operational synergies.”

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Sandip Patel, General Counsel and CFO of AtlasClear, added, “Our filings reflect a transaction structure carefully designed to satisfy the requirements of both the Federal Reserve Board and the Wyoming Division of Banking. We have worked diligently to ensure our applications are thorough and complete, and we are confident in our ability to advance through the regulatory review process. Upon closing, the addition of Farmers State Bank’s regulated banking capabilities will directly support our vision of delivering a fully integrated clearing and banking platform to our clients.”

Upon closing, Commercial Bancorp, and as a result, Farmers State Bank, will be wholly owned by AtlasClear, adding regulated deposit, payment, and lending capabilities to the Company’s existing clearing and financial infrastructure platform operated through its subsidiary, Wilson-Davis & Co., Inc. The Company expects the acquisition to support its long-term strategy of building an integrated clearing, banking, and financial services platform.

Completion of the acquisition remains subject to customary closing conditions, including receipt of required regulatory approvals from the Federal Reserve Board and the Wyoming Division of Banking, as well as the effectiveness of a resale registration statement covering the shares to be issued in the transaction.

Additional details regarding the regulatory filings will be included in the Company’s Current Report on Form 8-K to be filed with the U.S. Securities and Exchange Commission.