Optus Financial Corporation and M&F Bancorp have signed a definitive merger agreement that will combine two of the United States’ longest-established Minority Depository Institutions.
The transaction is expected to have an aggregate value exceeding $105 million. M&F Bancorp will merge into Optus, while Mechanics & Farmers Bank will merge into Optus Bank.
M&F Bancorp shareholders are expected to receive up to $53.30 in cash for each common share. This consists of $46.57 per share payable at closing and an additional $6.73 per share contingent on the repurchase of certain outstanding M&F Bancorp preferred shares before or within 12 months after closing.
The two banks have more than 220 years of combined operating history. Both are also certified Community Development Financial Institutions, which are financial institutions focused on increasing access to credit and banking services in underserved communities.
Optus Bank was founded in 1921 as Victory Savings Bank and is South Carolina’s only African American-owned bank. M&F Bank was founded in 1907 and is the country’s second-oldest African American-owned financial institution.
Upon completion, the combined organization is expected to become the largest African American-owned financial institution in the United States.
The institution will operate 10 locations across North Carolina and South Carolina and have approximately $1.27 billion in total assets, based on financial information as of March 31, 2026.
The companies expect their increased scale to support additional lending, financial inclusion, small-business growth, affordable housing and community development initiatives across the Carolinas.
The combined organization will continue operating as a mission-driven Minority Depository Institution and Community Development Financial Institution. It will maintain the relationship-based banking model that has defined both companies while adding broader financial products, technology and operational resources.
James H. Sills III, President and CEO of M&F Bancorp and M&F Bank, will become CEO of the combined holding company and bank.
Paul Mitchell, Chairman of Optus Financial and Optus Bank, will remain Chairman of both combined entities.
The boards of Optus and M&F Bancorp unanimously approved the merger. The transaction is expected to close during the fourth quarter of 2026, subject to M&F Bancorp shareholder approval, regulatory clearance and other customary conditions.
Performance Trust Capital Partners served as Optus’ financial advisor, while Nelson Mullins Riley & Scarborough provided legal counsel.
Piper Sandler advised M&F Bancorp financially, and Brooks, Pierce, McLendon, Humphrey & Leonard served as its legal counsel.
KEY QUOTES:
“This partnership with M&F Bank represents a defining moment, not only for our organizations, but for mission-driven banking in America.”
“Together, we will create a stronger institution with greater scale, enhanced capabilities, and an expanded capacity to advance economic mobility throughout the Carolinas and beyond.”
Paul Mitchell, Chairman of Optus Financial Corporation and Optus Bank
“Shareholders, directors, and employees of both institutions can take pride in this partnership, which honors and advances our shared mission and legacy.”
“The combined organization will allow us to serve more communities and operate with greater scale and effectiveness.”
James A. Stewart, Chairman of M&F Bancorp and M&F Bank
“M&F Bank was founded on the belief that every community deserves a financial institution that understands and serves its unique needs.”
“This transaction enables us to honor our legacy while providing enhanced resources and capabilities to those we serve.”
James H. Sills III, President and CEO of M&F Bancorp and M&F Bank
“As we approach our 105th anniversary, this partnership reflects the strength of our shared mission and values.”
“Together, we will expand opportunities for our customers and communities while strengthening economic empowerment across the Carolinas.”
Benita Lefft, President of Optus Bank
