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The adjournment proposal requires the affirmative vote of a majority of the votes cast on the matter.

If you are a beneficial owner, please refer to the instructions provided by your bank, brokerage firm or other nominee to see which of the above choices are available to you. Your bank, brokerage firm or other nominee cannot vote your shares without instructions from you. Please note that if you are a beneficial owner and wish to vote in person at the special meeting, you must obtain a legal proxy from your bank, brokerage firm or other nominee.

What are the material U.S. federal income tax consequences of the merger to U.S. holders of shares of TB common stock?

Are TB shareholders entitled to exercise dissenters’ rights?

Should I send my TB stock certificates with my proxy card for the TB special meeting?

In addition to general investment risks and the other information contained in or incorporated by reference into this proxy statement/prospectus, including the matters addressed under the section “Cautionary Statement Concerning Forward-Looking Statements” beginning on page 16, you should carefully consider the following risk factors in deciding how to vote for the proposals presented in this proxy statement/prospectus. You should also consider the other information in this proxy statement/prospectus and the other documents incorporated by reference into this proxy statement/prospectus. Please see “Where You Can Find More Information” beginning on page 90.

Pursuant to the merger agreement, each outstanding share of TB common stock will be automatically converted into the right to receive a number of shares of BFC common stock (which we refer to as the “exchange ratio”), subject to the payment of cash instead of fractional shares of BFC common stock, as well as certain adjustments to the exchange ratio depending upon the average BFC common stock price preceding the closing date of the merger, as described below. The exchange ratio used to calculate the number of shares of BFC common stock each TB shareholder is entitled to receive will be determined based upon the BFC common stock price (as defined in the merger agreement) in accordance with the following:

Although, subject to the foregoing, the number of shares of BFC common stock that each TB shareholder will receive is fixed in accordance with the exchange ratio, the market value of the merger consideration may vary from the market value on the date TB and BFC announced the merger, on the date that this proxy statement/prospectus is mailed, on the date of the TB special meeting and on the date the merger is completed and thereafter due to fluctuations in the market price of BFC common stock. Any fluctuation in the market price of BFC common stock after the date of this proxy statement/prospectus will change the value of the shares of BFC common stock that TB shareholders may receive. Stock price changes may result from a variety of factors that are beyond the control of BFC and TB, including but not limited to general market and economic conditions, changes in their respective businesses, operations and prospects and regulatory considerations. Therefore, at the time of the TB special meeting, TB shareholders will not know the precise market value of the stock consideration they may receive at the effective time of the merger. TB shareholders should obtain current sale prices for shares of BFC common stock before voting their shares at the TB special meeting.

The merger cannot be completed unless the TB shareholders approve the merger agreement and the merger by the affirmative vote of the holders of at least a majority of the outstanding shares of TB’s common stock entitled to vote at the TB special meeting.

If the merger is not completed, the ongoing business of TB could be adversely affected and TB will be subject to a variety of risks associated with the failure to complete the merger, including the following:

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If the merger is not completed, these risks could materially affect the business, financial results and the value of TB common stock.

Uncertainty about the effect of the merger on employees and customers may have an adverse effect on TB. These uncertainties may impair TB’s ability to attract, retain and motivate key personnel until the merger is completed, and could cause customers and others that deal with TB to seek to change existing business relationships with TB. Retention of certain employees by TB may be challenging while the merger is pending, as certain employees may experience uncertainty about their future roles with TB or BFC. If key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with TB or BFC, TB’s business or the business assumed by BFC following the merger could be harmed. In addition, TB has agreed to certain contractual restrictions on the operation of its business prior to closing. See “The Merger Agreement — Covenants and Agreements” beginning on page 62 for a description of the restrictive covenants applicable to TB.

Under the merger agreement, TB has agreed not to initiate, solicit, induce or knowingly encourage, or take any action to facilitate any alternative business combination transaction or, subject to certain exceptions, participate in discussions or negotiations regarding, or furnish any non-public information relating to, any alternative business combination transaction. See “The Merger Agreement — No Solicitation” on page 68. The merger agreement also provides for TB to pay to BFC a termination fee in the amount of  $1,300,000 in the event that the merger agreement is terminated for certain reasons. See “The Merger Agreement — Termination Fees” on page 72. These provisions could discourage a potential competing acquirer that might have an interest in acquiring TB from considering or making a competing acquisition proposal, even if the potential competing acquirer was prepared to pay consideration with a higher per share cash value than the market value proposed to be received or realized in the merger, or might result in a potential competing acquirer proposing to pay a lower price than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances under the merger agreement.

The merger agreement contains certain termination rights, including the right, subject to certain exceptions, of either party to terminate the merger agreement if the merger is not completed on or prior to August 31, 2020 (subject to automatic extension to November 30, 2020 if the only outstanding condition to closing is the receipt of regulatory approvals), and the right of TB to terminate the merger agreement, subject to certain conditions, to accept a business combination transaction deemed to be superior to the merger by the TB board of directors. If the merger is not completed, the ongoing business of TB could be adversely affected and TB will be subject to several risks, including the risks described elsewhere in this “Risk Factors” section.

The completion of the merger is subject to certain conditions, including, among others, the (1) approval of the merger agreement by the holders of at least a majority of the outstanding shares of TB common stock entitled to vote at the TB special meeting; (2) the receipt of all required regulatory approvals for the merger, without the imposition of any material on-going conditions or restrictions, and the expiration of all regulatory waiting periods; (3) the absence of any legal restraint (such as an injunction or restraining order) that would prevent the consummation of the merger; (4) the effectiveness of the registration statement of which this proxy statement/prospectus forms a part; (5) each party’s receipt of a tax opinion from its respective outside legal counsel, dated the closing date of the merger, confirming the merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Code; (6) the absence of 5% or more of the outstanding shares of TB’s common stock exercising their dissenters’ rights; (7) the absence of the occurrence of a material adverse effect on TB or BFC; and (8) other customary closing conditions set forth in the merger agreement. See “The Merger Agreement — Conditions to Completion of the Merger” on page 70. While it is currently anticipated that the merger will be completed during the second quarter of 2020, there can be no assurance that such conditions will be satisfied in a timely manner or at all, or that an effect, event, development or change will not transpire that could delay or prevent these conditions from being satisfied. Accordingly, there can be no guarantee with respect to the timing of the closing of the merger, whether the merger will be completed at all and when TB shareholders will receive the merger consideration, if at all.

Each of the conditions to the obligations of BFC and TB to complete the merger, except for the receipt of required regulatory and shareholder approvals, may be waived, in whole or in part, to the extent permitted by applicable law, by agreement of BFC and TB, if the condition is a condition to both parties’ obligation to complete the merger, or by the party for which such condition is a condition of its obligation to complete the merger. The boards of directors of BFC and TB may evaluate the materiality of any such waiver to determine whether amendment of this proxy statement/prospectus and re-solicitation of proxies are necessary. BFC and TB, however, generally do not expect any such waiver to be significant enough to require re-solicitation of shareholders. In the event that any such waiver is not determined to be significant enough to require re-solicitation of shareholders, the companies will have the discretion to complete the merger without seeking further shareholder approval.

Before the transactions contemplated by the merger agreement may be completed, approvals or waivers must be obtained from various regulatory authorities, which include the Federal Reserve Board, the OCC, the WDFI, and other securities and regulatory authorities. These governmental entities may request additional information or materials regarding the regulatory applications and notices submitted by BFC and TB, or may impose conditions on the granting of such approvals. Such conditions or changes and the process of obtaining regulatory approvals could have the effect of delaying the completion of the merger or

The directors and executive officers of TB may have arrangements that provide them with interests in the merger that may be different from, or in addition to, those of the shareholders of TB generally. These interests and arrangements may create potential conflicts of interest and may influence or may have influenced certain directors and executive officers of TB to support or approve the merger and the merger agreement. See “The Merger — Interests of TB’s Directors and Executive Officers in the Merger” beginning on page 44.

TB’s board of directors received an opinion from its financial advisor as to the fairness of the merger consideration from a financial point of view as of the date of such opinion. Subsequent changes in the operation and prospects of TB or BFC, general market and economic conditions and other factors that may be beyond the control of TB or BFC, may significantly alter the value of TB or BFC or the price of the shares of BFC common stock by the time the merger is completed. The opinion does not address the fairness of the merger consideration from a financial point of view at the time the merger is completed, or as of any other date other than the date of such opinion. The opinion of TB’s financial advisor is attached as Annex B to this proxy statement/prospectus. For a description of the opinion, see “The Merger — Opinion of TB’s Financial Advisor” on page 39.

In general, either BFC or TB may refuse to complete the merger if the other party suffers a material adverse effect on its business prior to the closing of the merger. However, certain types of changes or occurrences with respect to BFC or TB would not prevent the merger from going forward, even if the change or occurrence would have adverse effects on BFC or TB, including the following:

For all these reasons, you should be aware that it is possible that the integration process could result in the distraction of the combined company’s management, the disruption of the combined company’s ongoing business or inconsistencies in the combined company’s operations, any of which could adversely affect the ability of the combined company to maintain relationships with customers and employees or to achieve the anticipated benefits of the merger, or could otherwise adversely affect the business and financial results of the combined company.

TB is furnishing this proxy statement/prospectus to the holders of TB common stock as of the TB record date for use at TB’s special meeting and any adjournment or postponement of its special meeting.

The TB special meeting will be held at [•] located at [•], on [•], at [•], Central Time, subject to any adjournment or postponement thereof.

Completion of the merger is conditioned on, among other things, the approval of the merger by the TB shareholders.

TB is asking its shareholders to approve the merger proposal. After careful consideration, TB’s board of directors determined that the merger agreement and the transactions contemplated thereby, including the merger, were advisable and in the best interests of TB and TB’s shareholders.

TB shareholders should carefully read this document in its entirety, including the annexes, for more detailed information concerning the merger agreement and the merger. For a detailed discussion of the merger, including the terms and conditions of the merger agreement, see “The Merger Agreement,” beginning on page 56. In addition, TB shareholders are directed to the merger agreement, a copy of which is attached as Annex A to this document and incorporated in this document by reference.

If, at the TB special meeting, the number of shares of TB common stock present or represented and voting in favor of the merger proposal is insufficient to approve the merger proposal, TB may move to adjourn the TB special meeting in order to enable the TB board of directors to solicit additional proxies for approval of the merger proposal. In that event, TB’s shareholders will be asked to vote upon the adjournment proposal and not the merger proposal.

In the adjournment proposal, TB is asking its shareholders to authorize the holder of any proxy solicited by its board of directors to vote in favor of granting discretionary authority to the TB board of directors to adjourn the TB special meeting to another time and place for the purpose of soliciting additional proxies. If TB’s shareholders approve the adjournment proposal, TB could adjourn the TB special meeting and any adjourned session of the TB special meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from TB shareholders who have previously voted. If

On November 14, 2019, the TB board of directors unanimously determined that the merger agreement, the merger and the other transactions contemplated by the merger agreement are in the best interests of TB and its shareholders, and it adopted the merger agreement and approved the merger and the other transactions contemplated by the merger agreement.

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Holders of TB common stock should carefully read this proxy statement/prospectus, including any documents incorporated by reference, and the annexes in their entirety for more detailed information concerning the merger agreement, the merger and the other transactions contemplated by the merger agreement.

The record date for the TB special meeting is [•], which we refer to herein as the TB record date. Only record holders of shares of TB common stock as of the close of business (5:00 p.m. Central Time) on the TB record date are entitled to notice of, and to vote at, the TB special meeting or any adjournment thereof. At the close of business on the TB record date, the only outstanding securities of TB with a right to vote on the proposals were TB common stock, with [108,820] shares of TB common stock issued and outstanding. Each share of TB common stock outstanding on the TB record date is entitled to one vote on each proposal.

No business may be transacted at the TB special meeting unless a quorum is present. Holders representing at least a majority of the issued and outstanding shares of TB common stock entitled to vote at the TB special meeting must be present, in person or represented by proxy, to constitute a quorum.

Approval of the adjournment proposal requires the affirmative vote of a majority of the votes cast on the matter. No notice of an adjourned TB special meeting need be given if the new date, time and place are announced at the special meeting before adjournment, and no new record date is required to be set. If, however, after the adjournment, the board of directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record on the new record date entitled to vote at such meeting. At any adjourned TB special meeting, all proxies will be voted in the same manner as they would have been voted at the original convening of the TB special meeting, except for any proxies that have been effectively revoked or withdrawn prior to the adjourned TB special meeting.

All shares of TB common stock represented at the TB special meeting, including shares that are represented but that vote to abstain, will be treated as present for purposes of determining the presence or absence of a quorum.

Proposal One:   The Merger Proposal — Approving the merger proposal requires the affirmative vote of a majority of the issued and outstanding shares of TB common stock entitled to vote at the TB special meeting. Failure to vote and abstentions will have the same effect as a vote “AGAINST” this proposal.

If you sign your proxy but do not indicate your vote, your proxy will be voted “FOR” each proposal.

At the close of business on the TB record date, TB directors and executive officers and their affiliates were entitled to vote [54,634] shares of TB common stock, or approximately [50.2]% of the shares of TB common stock outstanding on that date. TB expects that its directors and executive officers and their affiliates will vote their shares in favor of both of the TB proposals.

All directors of TB and Timberwood Bank, solely in their capacity as shareholders of TB, have entered into voting agreements with BFC pursuant to which they have agreed to vote their shares of TB common stock in favor of the merger proposal and against the approval or adoption of any proposal made in opposition to the merger. As of the TB record date, 54,634 shares of TB common stock, or approximately 50.2% of the outstanding shares of TB common stock entitled to vote at the TB special meeting, are bound by the voting agreements. Because of the number of shares of TB common stock subject to the voting agreements, TB has already made agreements with TB shareholders with the requisite number of shares to approve the merger.

If you were a record holder of TB common stock at the close of business on the TB record date, a proxy card is enclosed for your use. TB requests that you vote your shares as promptly as possible by submitting your proxy card by mail using the enclosed return envelope. When the accompanying proxy card is returned properly executed, the shares of TB common stock represented by it will be voted at the TB special meeting or any adjournment thereof in accordance with the instructions contained in the proxy card.

If a record holder returns an executed proxy card without an indication as to how the shares of TB common stock represented by it are to be voted with regard to a particular proposal, the shares of TB common stock represented by the proxy will be voted in accordance with the recommendation of the TB board of directors and, therefore, such shares will be voted:

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At the date hereof, the TB board of directors has no knowledge of any business that will be presented for consideration at the TB special meeting and that would be required to be set forth in this proxy statement/prospectus or the related proxy card other than the matters set forth in TB’s Notice of Special Meeting of Shareholders.

Your vote is important. Accordingly, if you were a record holder of TB common stock on the TB record date, please sign, date and return the enclosed proxy card whether or not you plan to attend the TB special meeting in person.

If your shares of TB common stock are held in an account with a bank, broker or other nominee, which are referred to as shares held in “street name,” the bank, broker or other nominee is considered the shareholder of record with respect to these shares and you are the beneficial owner of these “street name” shares. If your shares are held in “street name” through a broker, bank or other nominee, you will receive instructions from your broker, bank or other nominee that you must follow in order to vote your shares.

Banks, brokers and other nominees who hold shares of TB common stock in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokers and other nominees are not allowed to exercise their voting discretion with respect to the approval of matters determined to be “non-routine” without specific instructions from the beneficial owner. The merger proposal and the adjournment proposal are non-routine matters. Accordingly, if your broker, bank or other nominee holds your shares of TB common stock in “street name,” your broker, bank or other nominee will vote your shares of TB common stock with respect to the merger proposal and the adjournment proposal only if you provide instructions on how to vote by filling out the voter instruction form sent to you by your broker, bank or other nominee with this proxy statement/prospectus. If you do not provide instructions to your broker, bank or other nominee with respect to either the merger proposal or the adjournment proposal, it will result in a failure to vote your shares on such proposal. Failure to vote has the same effect as a vote against the merger proposal.

A TB shareholder entitled to vote at the TB special meeting may revoke a proxy at any time before such time that the proxy card for any such holders of TB common stock must be received at the TB special meeting by taking any of the following actions:

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Merely attending the TB special meeting will not, by itself, revoke your proxy; a TB shareholder must cast a subsequent vote at the TB special meeting using forms provided for that purpose. The last valid vote that TB receives before the polls close at the TB special meeting is the vote that will be counted.

If you hold your shares in “street name” through a bank, broker or other nominee, you must contact such bank, broker or nominee if you desire to revoke your proxy as described above.

The TB board of directors is soliciting proxies for the TB special meeting from holders of its TB common stock entitled to vote at the TB special meeting. In accordance with the merger agreement, TB will pay its own cost of soliciting proxies from its shareholders, including the cost of mailing this proxy statement/prospectus. In addition to solicitation of proxies by mail, proxies may be solicited by TB’s officers, directors and regular employees, without additional remuneration, in person, by telephone or other means of communication.

TB will make arrangements with brokerage houses, custodians, nominees and fiduciaries to forward proxy solicitation materials to beneficial owners of TB common stock. TB may reimburse these brokerage houses, custodians, nominees and fiduciaries for their reasonable expenses incurred in forwarding the proxy materials.

Only record holders of TB common stock at the close of business on the TB record date, their duly appointed proxies, and invited guests may attend the TB special meeting. However, only holders of TB common stock will be entitled to vote.

Each of BFC’s and TB’s respective boards of directors has unanimously approved the merger agreement and the transactions contemplated by the merger agreement. The merger agreement provides for the acquisition of TB by BFC by way of the merger of TB with and into BFC, with BFC as the surviving company, which we refer to as the merger. Immediately after the merger, Timberwood Bank, a wholly owned Wisconsin-state bank subsidiary of TB, will be merged with and into Bank First, a wholly owned national bank subsidiary of BFC, with Bank First as the surviving bank, which we refer to as the bank merger.

At the effective time of the merger, each outstanding share of TB common stock will be automatically converted into the right to receive a number of shares of BFC common stock (which we refer to as the “exchange ratio”), subject to the payment of cash instead of fractional shares of BFC common stock, as well as certain adjustments to the exchange ratio depending upon the average BFC common stock price preceding the closing date of the merger, as described below. Pursuant to the merger agreement the exchange ratio is to be calculated as follows:

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BFC may terminate the merger agreement if the VWAP of BFC common stock over the 20 trading day period ending on the fifth trading day preceding the closing date is less than or equal to $38.85, provided that BFC pays TB a termination fee.

BFC will not issue any fractional shares of BFC common stock in the merger. TB shareholders who would otherwise be entitled to a fractional share of BFC common stock upon the completion of the merger will instead receive an amount in cash (without interest and rounded to the nearest whole cent) determined by multiplying the (i) fractional share interest in BFC common stock, rounded to the nearest one hundredth of a share, to which such holder would otherwise be entitled by (ii) the BFC common stock price (as defined above) used to calculate the merger consideration.

TB shareholders are being asked to approve the merger agreement and the merger. See “The Merger Agreement” beginning on page 56 for additional and more detailed information regarding the legal

The board of directors and executive officers of TB have regularly discussed and reviewed TB’s business, performance and prospects, including its strategic alternatives with the goal of enhancing value for its shareholders. In the context of such reviews, the strategic alternatives considered by the TB board have included, among other things, continuing its on-going operations as an independent institution, acquiring other depository institutions or branches, opening new branch offices or buying other financial services firms engaged in complementary lines of business, any of which may have required raising additional capital, or entering into a merger or acquisition transaction with a similarly sized or larger institution. The TB board also reviewed the competitive environment in its market area as well as merger and acquisition activity in the financial services industry in general, in Wisconsin, and in the greater-Tomah area.

The TB board of directors and management have also been aware in recent years of changes in the financial services industry and the regulatory environment, as well as the competitive challenges facing a financial institution such as TB. These challenges have included increasing government regulations, higher capital requirements, increasing expense burdens and commitments for technology, an interest rate environment that has resulted in pressure on the interest rate spread and margin, the length of the current period of economic growth experienced in the United States, and increasing competition in the delivery of financial products and services combined with increased customer expectations for the availability of sophisticated financial products and services from financial institutions. In addition, the board of directors was sensitive to shareholders’ desire for liquidity opportunities with respect to their shares. The TB board has always recognized that its fiduciary duty to its shareholders encompassed consideration of a business combination, merger or sale of TB that might offer enhanced value to its shareholders and greater market liquidity.

As a result of these conversations, TB’s board of directors determined that it was in the best interest of the shareholders to more actively explore its strategic options. During early 2019, the board engaged its financial consultant, Vining Sparks, to discuss available options. These options included the use of a leveraged ESOP to cash out shareholders seeking liquidity, as well as an unsolicited offer to purchase TB from another community-based financial institution located in Western Wisconsin. However, after considering this offer, the board elected not to pursue it at that time.

During the third quarter of 2019, one of TB’s two primary competitors in the Tomah market was sold to an out-of-market financial institution. Subsequently, in the third quarter of 2019, BFC acquired Partnership Community Bancshares, Inc. and its wholly-owned subsidiary, Partnership Bank, who’s Tomah branch office was TB’s other primary competitor in the marketplace. Due to the remoteness of Partnership Bank’s Tomah branch to TB’s primary market area, the TB board instructed its executive chairman, Robert Holmes, to contact BFC about a potential sale of such branch to TB. BFC indicated that it was not interested in selling its Tomah branch, as it was committed to and intended to grow its presence in the greater-Tomah market. Alternatively, BFC indicated to Mr. Holmes that it would be very interested in pursuing an acquisition of TB as a means of growing BFC’s market presence in Tomah. While TB was not actively pursuing a sale of the institution at that time, given the synergies of such a potential transaction with BFC and the initial indication of potential pricing, it discussed the opportunity with Vining Sparks. These discussions included pricing expectations for any such transaction, as well as the mix of any consideration as between stock and shares of BFC common stock.

In light of the fact that these discussions with BFC had commenced, the board believed it to be prudent to also re-engage in discussions with the other community-based financial institution from which it had previously received an unsolicited offer. The renewed discussions began in early third quarter 2019 and resulted in TB receiving a revised competing offer from the institution. The TB board initially discussed a potential transaction with one of the two competing financial institutions at its regular meeting on July 25, 2019, although potential pricing was still being discussed with the two institutions and final firm offers had not yet been received. A special meeting of the board was held on July 30, 2019 to continue these discussions, at which meeting the TB board instructed Mr. Holmes to continue discussions with the two institutions.

On September 19, 2019 representatives from Vining Sparks and Godfrey & Kahn, counsel to TB, attended the regular meeting of the TB board of directors. The representative from Vining Sparks discussed the terms of each of the non-binding indication of interest letters and provided a summary of each proposed transaction for the board of directors, including an overview of each of the potential strategic partners, as well as the financial institution mergers & acquisitions market generally. Following Vining Sparks’ presentation, Michael Molepske, President and Chief Executive Officer of BFC, and Kelly Fischer, Chief Operating Officer of Bank First, were brought into the meeting to provide the board of directors with an overview of BFC’s organization and to answer any questions that the board had with respect to BFC’s offer. Mr. Molepske and Ms. Fischer then left the meeting and the board continued its discussion with Vining Sparks and Godfrey & Kahn. Following a robust discussion of the offers and consultation with Vining Sparks and Godfrey & Kahn, the board of directors determined that the offer from BFC was the superior of the two offers that the board had received and that it was in the best interest of TB and its shareholders to pursue a transaction with BFC. TB executed the letter of intent on September 24, 2019.

TB and BFC each began due diligence reviews of the other institution following the September 19, 2019 board meeting and continuing in to October 2019. In early October, 2019, BFC conducted its due diligence on Timberwood Bank’s loan portfolio. After receiving satisfactory results from its review of the loan portfolio, BFC conducted and completed a thorough and comprehensive due diligence investigation of TB’s corporate governance, financial standing, material contracts, deposits, human resources, information technology, and other key operational and financial factors. On October 17, 2019, members of BFC senior management met with the board of directors of TB to discuss the details of the letter of intent and to provide additional information about BFC and Bank First. Because the merger consideration for the proposed transaction was solely comprised of BFC common stock, TB similarly conducted a due diligence review of BFC beginning in late September 2019 and continuing into October 2019, with such review providing satisfactory results.

Concurrent with the parties due diligence reviews, Barack Ferrazzano Kirschbaum & Nagelberg, LLP (“Barack Ferrazzano”), counsel for BFC, began drafting a definitive agreement for the transaction. Godfrey & Kahn received an initial draft of the merger agreement from Barack Ferrazzano, on October 18, 2019. That agreement, along with the ancillary bank merger agreement, director/officer voting agreements, and non-competition and non-disclosure agreements, were negotiated between the parties through November 14, 2019, during which period of time each party also prepared comprehensive disclosure schedules to be delivered concurrently with the merger agreement.

On November 6, 2019, BFC’s board of directors met at a special meeting scheduled to review and discuss the proposed merger and the merger agreement. At this meeting, BFC’s board of directors received presentations from Barack Ferrazzano and its financial advisor, Sandler O’Neill + Partners, L.P. (now Piper Sandler & Co.). Following this discussion, BFC’s board of directors approved the Agreement and Plan of Merger between BFC and TB.

On November 14, 2019, a special meeting of the TB board of directors was convened. Representatives of TB’s senior management and legal and financial advisors participated in the meeting. A copy of the merger agreement that had been negotiated to date, as well as certain ancillary documents, had been provided to the members of the board of directors on November 11, 2019. Mr. Holmes began the meeting by outlining the process of getting to the final definitive agreement to be approved by the board of directors, as well as ongoing discussions that he had with representatives of BFC related to the proposed transaction. A representative of Godfrey & Kahn then outlined for the board the terms and conditions of the definitive agreement and the reverse due diligence conducted with respect to BFC, and entertained questions from the board regarding the same. Godfrey & Kahn also summarized the fiduciary duties of

On November 19, 2019, Bank First’s board of directors met and approved the Plan of Bank Merger between Bank First and Timberwood Bank. Following the completion of the TB and BFC board meetings, TB and BFC executed the definitive merger agreement, and the TB directors and officers executed the voting agreements and non-officer directors of TB executed the Director Non-Competition and Non-Disclosure Agreements on Tuesday, November 19, 2019. Before the opening of the market on Wednesday, November 20, 2019, BFC and TB issued a joint press release announcing the execution of the merger agreement.

In reaching its decision to approve and adopt the merger agreement, the merger and the other transactions contemplated by the merger agreement, including the issuance of BFC common stock as the merger consideration, BFC board of directors considered a number of factors, including the following material factors:

BFC’s board of directors also considered potential risks relating to the merger including the following:

The foregoing discussion of the factors considered by BFC board of directors is not intended to be exhaustive, but, rather, includes the material factors considered by the BFC board of directors. In reaching its decision to approve and adopt the merger agreement, the merger and the other transactions contemplated by the merger agreement, including the issuance of BFC common stock as the merger consideration, BFC board of directors did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. BFC’s board of directors considered all these factors as a whole and overall considered the factors to be favorable to, and to support, its determination to recommend the merger and the transactions contemplated thereby.

After careful consideration, the TB board of directors, at a special meeting held on November 14, 2019, unanimously determined that the merger agreement is advisable and in the best interests of TB and its shareholders. Accordingly, TB’s board of directors approved the merger agreement and unanimously recommends that TB shareholders vote “FOR” the approval of the merger agreement. In reaching its decision to approve the merger agreement, the merger and the other transactions contemplated by the merger agreement, and to recommend that its shareholders approve and adopt the merger agreement, the TB board of directors consulted with TB executive management, as well as its financial and legal advisors, and considered many factors, including the following:

The TB board of directors also considered a number of potential risks and uncertainties associated with the merger in connection with its deliberation of the proposed transaction, including, without limitation, the following:

The directors of TB based their recommendation to shareholders on the totality of the information provided to them and did not assign any relative or specific weights to the factors considered. Individual directors may have given differing weights to different factors.

Certain of TB’s directors and executive officers have financial interests in the merger that may be different from, or in addition to, those of TB’s shareholders generally. The TB board of directors was aware of and considered these potential interests, among other matters, in evaluating the merger and in making its recommendation to TB shareholders. For a discussion of these interests, see “— Interests of TB’s Directors and Executive Officers in the Merger” on page 44.

This explanation of TB’s reasons for the merger and other information presented in this section is forward-looking in nature and should be read in light of the section entitled “Cautionary Statement Concerning Forward-Looking Statements” beginning on page 16.

TB’s board of directors retained Vining Sparks IBG, L.P., Vining Sparks, to render financial advisory and investment banking services. Vining Sparks is a nationally recognized investment banking firm with substantial expertise in transactions similar to the proposed transaction and is familiar with TB and its business. As part of its investment banking business, Vining Sparks is regularly engaged in the valuation of financial services companies and their securities in connection with mergers and acquisitions, private placements and valuations for estate, corporate and other purposes.

On November 14, 2019, Vining Sparks delivered its opinion to TB that the merger consideration to be received by TB common shareholders in the proposed transaction is fair, from a financial point of view, to TB’s common shareholders. The full text of Vining Sparks’ opinion is attached as Annex B to this proxy statement/prospectus and should be read in its entirety.

Vining Sparks’ opinion was directed to TB’s board of directors and is limited to the fairness, from a financial point of view, of the consideration to be received by TB common shareholders in the proposed transaction. It did not address TB’s underlying business decision to proceed with the proposed transaction or constitute a recommendation to the TB board of directors as to how it should vote on the merger and does not constitute a recommendation to any holder of TB common stock as to how such shareholder should vote in connection with the merger.

Vining Sparks’ opinion was reviewed and approved by Vining Sparks’ Fairness Opinion Committee in conformity with its policies and procedures established under the requirements of Rule 5150 of the Financial Industry Regulatory Authority.

For purposes of Vining Sparks’ opinion and in connection with its review of the proposed transaction, Vining Sparks has, among other things:

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In conducting its review and arriving at its opinion, Vining Sparks has assumed and relied, without independent verification, upon the accuracy and completeness of all the financial and other information that has been provided to it by TB and BFC, and their respective representatives, and of the publicly available information that was reviewed by Vining Sparks. Vining Sparks is not an expert in the evaluation of the adequacy of allowances for loan losses and it did not independently verify the adequacy of such allowances. Vining Sparks assumed that the allowance for loan losses set forth in the financial statements of BFC and TB were adequate to cover such losses and complied fully with applicable law, regulatory policy and sound banking practice as of the date of such financial statements. Vining Sparks did not conduct a physical inspection of any of the properties or facilities of TB or BFC, did not make any independent evaluation or appraisal of the assets, liabilities or prospects of TB or BFC, was not furnished with any such evaluation or appraisal, and did not review any individual credit files. Vining Sparks assumed that any projections provided by or approved by TB were reasonably prepared and reflect the best currently available estimates and judgments of TB management.

Vining Sparks’ opinion is necessarily based on economic, market, and other conditions as in effect on, and the information made available to it as of, the date of its opinion. Events occurring after the date thereof, including but not limited to, changes affecting the securities markets, the results of operations or material changes in the assets or liabilities of BFC or TB could materially affect the assumptions used in preparing the opinion. Vining Sparks assumed that there were no material changes in the assets, liabilities, financial condition, results of operations, business or prospects of either TB or BFC since the date of the last financial statements of each entity that were made available to Vining Sparks. Vining Sparks assumed that all of the representations and warranties contained in the merger agreement and all related agreements are true and correct, that each party to the merger agreement will perform all of the covenants required to be performed by each party under such agreement and that the conditions precedent in the merger agreement are not waived.

In delivering its opinion to the board of directors of TB, Vining Sparks prepared and delivered to TB’s board of directors written materials containing various analyses and other information. The following is a summary of the material financial analyses performed by Vining Sparks in connection with the preparation of its opinion and does not purport to be a complete description of all the analyses performed by Vining Sparks. The summary includes information presented in tabular format, which should be read together with the text that accompanies those tables. The preparation of a fairness opinion is a complex process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. Therefore, an opinion is not necessarily

Analysis of Selected Financial Institution Transactions.   Vining Sparks reviewed certain publicly available information regarding selected merger and acquisition transactions (the “Comparable Transactions”) announced from January 1, 2017 to October 31, 2019 involving financial institutions located in Wisconsin and Minnesota, with total assets under $1 billion and a return on assets over 0.00%. The transactions included in the group are shown in the following chart. This data was obtained from S&P Global Market Intelligence.