Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following items are furnished as exhibits
to this Current Report on Form 8-K:
Forward-Looking Statements
Certain statements contained in this communication,
which are not statements of historical fact, constitute forward-looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Such statements include, but are not limited to, certain plans, expectations, goals, projections and benefits relating
to the proposed merger transaction between Stock Yards and Commonwealth, which are subject to numerous assumptions, risks and uncertainties.
Words or phrases such as “anticipate,” “believe,” “aim,” “can,” “conclude,”
“continue,” “could,” “estimate,” “expect,” “foresee,” “goal,”
“intend,” “may,” “might,” “outlook,” “possible,” “plan,” “predict,”
“project,” “potential,” “seek,” “should,” “target,” “will,” “will
likely,” “would,” or the negative of these terms or other comparable terminology, as well as similar expressions, are
intended to identify forward-looking statements but are not the exclusive means of identifying such statements. Please refer to Stock
Yards’ Annual Report on Form 10-K for the year ended December 31, 2020, and Quarterly Report on Form 10-Q for the three months ended
March 31, 2021, as well as Stock Yards’ other filings with the SEC for a more detailed discussion of risks, uncertainties and factors
that could cause actual results to differ from those discussed in the forward-looking statements.
Forward-looking statements are not historical
facts but instead express only management’s beliefs regarding future results or events, many of which, by their nature, are inherently
uncertain and outside of the management’s control. It is possible that actual results and outcomes may differ, possibly materially,
from the anticipated results or outcomes indicated in these forward-looking statements. In addition to factors disclosed in reports filed
by Stock Yards with the SEC, risks and uncertainties for Stock Yards, Commonwealth and the combined company include, but are not limited
to: the possibility that any of the anticipated benefits of the proposed merger will not be realized or will not be realized within the
expected time period; the risk that integration of Commonwealth’s operations with those of Stock Yards will be materially delayed
or will be more costly or difficult than expected; the parties’ inability to meet expectations regarding the timing, completion
and accounting and tax treatments of the Merger; the inability to complete the Merger due to the failure of Commonwealth shareholders
to adopt the Merger Agreement; the failure to satisfy other conditions to completion of the Merger, including receipt of required regulatory
and other approvals; the failure of the proposed transaction to close for any other reason; diversion of management's attention from ongoing
business operations and opportunities due to the Merger; the challenges of integrating and retaining key employees; the effect of the
announcement of the Merger on the customer and employee relationships and operating results of Stock Yards, Commonwealth or the combined
company, respectively; the possibility that the Merger may be more expensive to complete than anticipated, including as a result of unexpected
factors or events; dilution caused by Stock Yards’ issuance of additional shares of Stock Yards Common Stock in connection with
the Merger; the magnitude and duration of the COVID-19 pandemic and its impact on the global economy and financial market conditions and
the business, results of operations and financial condition of Stock Yards, Commonwealth and the combined company; and general competitive,
economic, political and market conditions and fluctuations. All forward-looking statements included in this communication are made as
of the date hereof and are based on information available at that time. Except as required by law, neither Stock Yards nor Commonwealth
assumes any obligation to update any forward-looking statement to reflect events or circumstances that occur after the date the forward-looking
statements were made.
Additional Information Regarding the Proposed Transaction
This communication in respect of the proposed
merger transaction between Stock Yards and Commonwealth is for informational purposes only and is neither an offer to purchase nor a solicitation
of an offer to sell any securities. In connection with the proposed transaction, Stock Yards and Commonwealth will prepare a proxy statement
of Commonwealth that also constitutes an offering circular of Stock Yards which, when finalized, will be sent to the shareholders of Commonwealth
seeking their approval of the merger-related proposals. The shares of Stock Yards Common Stock to be issued to Commonwealth shareholders
in the proposed merger will not be registered under the Securities Act of 1933, as amended, or under any state securities laws, and those
shares may not be offered or sold absent registration or an applicable exemption from the registration requirements of the Securities
Act, which will be more fully described in the proxy statement/offering circular. The proxy statement/offering circular will be delivered
to Commonwealth Shareholders when available. This communication is not a substitute for the proxy statement/offering circular or any other
document that Stock Yards may file with the SEC. COMMONWEALTH SHAREHOLDERS ARE ADVISED TO READ THE PROXY STATEMENT/OFFERING CIRCULAR,
AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION
WITH THE PROPOSED TRANSACTION, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT STOCK YARDS, COMMONWEALTH
AND THE PROPOSED TRANSACTION. Other documents relating to the merger transaction filed by Stock Yards can be obtained free of charge from
the SEC’s website at www.sec.gov. Documents filed by Stock Yards also can be obtained free of charge by accessing Stock Yards’
website at www.syb.com under the tab “Investors Relations” and then under “SEC Filings.” Alternatively, these
documents and the proxy statement/offering circular, when available, can be obtained free of charge from Stock Yards upon written request
to Stock Yards, Attention: Chief Financial Officer, 1040 East Main Street, Louisville, Kentucky 40206 or by calling (502) 582-2571, or
to Commonwealth, Attention: Chief Financial Officer, 4350 Brownsboro Road Ste 310, Louisville, Kentucky 40207 or by calling (502) 259-2200.
Participants in the Solicitation
Stock Yards, Commonwealth and their respective
directors and executive officers may be deemed to be participants in the solicitation of proxies from Commonwealth’ shareholders
in connection with the proposed transaction. Information about the directors and executive officers of Stock Yards and their ownership
of Stock Yards Common Stock is set forth in the definitive proxy statement for Stock Yards’ 2021 annual meeting of shareholders,
as previously filed with the SEC on March 12, 2021, and Stock Yards’ Annual Report on Form 10-K for the year ended December 31,
2020, as previously filed with the SEC on February 26, 2021, as well as other documents filed with the SEC. Information about the directors
and executive officers of Commonwealth and their ownership of Commonwealth common stock, as well as additional information regarding the
participants in the proxy solicitation and a description of their direct and indirect interests, by securities holdings or otherwise,
will be included in the proxy statement/offering circular when it becomes available. Shareholders of Commonwealth may obtain free copies
of these documents from Stock Yards or Commonwealth using the sources indicated above.
No Offer or Solicitation
This communication is not intended to and shall
not constitute an offer to sell or the solicitation of an offer to buy securities nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
This communication is also not a solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise. No offer
of securities or solicitation will be made except by means of the proxy statement/offering circular described in the preceding paragraphs.
Non-GAAP Measures
This communication contains certain non-GAAP financial
measures of Stock Yards and Commonwealth determined by methods other than in accordance with generally accepted accounting principles.
We use non-GAAP financial measures to provide meaningful supplemental information regarding our performance. We believe these non-GAAP
measures are beneficial in assessing our operating results and related trends, and when planning and forecasting future periods. These
non-GAAP disclosures should be considered in addition to, and not as a substitute for or preferable to, financial results determined in
accordance with GAAP. The non-GAAP financial measures we use may differ from the non-GAAP financial measures other financial institutions
use to measure their results of operations.