SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13D

Under the Securities Exchange Act of 1934

Central Bancompany, Inc.

(Name of Issuer)


Class A Common Stock, $0.01 par value

(Title of Class of Securities)


152413100

(CUSIP Number)


Robert M. Robuck
238 Madison Street,
Jeferson City, MO, 65101
(573) 634-1111

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
11/19/2025

(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






SCHEDULE 13D
CUSIP No.
152413100


1 Name of reporting person

Central Bancompany, Inc. Amended & Restated Voting Trust Agreement, dated March 5, 2025
2 Check the appropriate box if a member of a Group (See Instructions)

  (a)
  (b)
3SEC use only
4 Source of funds (See Instructions)

OO
5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6 Citizenship or place of organization

MISSOURI
Number of Shares Beneficially Owned by Each Reporting Person With:
7 Sole Voting Power: 0.00
8 Shared Voting Power: 156,873,186.00
9 Sole Dispositive Power: 0.00
10 Shared Dispositive Power: 0.00
11 Aggregate amount beneficially owned by each reporting person

156,873,186.00
12 Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13 Percent of class represented by amount in Row (11)

65.79 %
14 Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: Line 8: Consists of shares held indirectly through the Voting Trust of which S. Bryan Cook, Robert R. Hermann, Jr. and Robert M. Robuck are the Trustees. The Trustees, acting by a simple majority, exercise sole voting discretion over all of the shares held in the Voting Trust. Line 13: This percentage is calculated based on (i) 238,442,900 shares of Class A Common Stock issued and outstanding as reported in the Company's prospectus, dated November 19, 2025, filed with the SEC pursuant to Rule 424(b) (the "Final Prospectus") and (ii) 156,873,186 shares of Class A Common Stock held by the Reporting Person.


SCHEDULE 13D
CUSIP No.
152413100


1 Name of reporting person

S. Bryan Cook
2 Check the appropriate box if a member of a Group (See Instructions)

  (a)
  (b)
3SEC use only
4 Source of funds (See Instructions)

OO
5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6 Citizenship or place of organization

UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
7 Sole Voting Power: 148,569.00
8 Shared Voting Power: 132,050.00
9 Sole Dispositive Power: 7,564,069.00
10 Shared Dispositive Power: 37,780,150.00
11 Aggregate amount beneficially owned by each reporting person

45,344,219.00
12 Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13 Percent of class represented by amount in Row (11)

19.02 %
14 Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: Line 7 and 9: Includes (i) 50,700 shares held in S. Bryan Cook's SEP IRA for which S. Bryan Cook may be deemed to have sole voting or investment power, (ii) 59,250 shares held in S. Bryan Cook's Traditional IRA for which S. Bryan Cook may be deemed to have sole voting or investment power, and (iii) 38,619 shares held by S. Bryan Cook for which he may be deemed to have sole voting power or investment power. Line 8 and 10: Includes (i) 132,000 shares held by Lois M. Cook and Sam Byran Cook Joint Tenancy with Right of Survivorship for which S. Bryan Cook may be deemed to have shared voting or investment power and (ii) 50 shares of Class A Common Stock held by the Sam B. Cook Revocable Interim Trust, for which S. Bryan Cook serves as a co-trustee and is a beneficiary and for which he may be deemed to have shared voting or investment power. Excludes 156,873,186 shares held through the Voting Trust, for which Mr. Cook is one of three Trustees. Voting decisions require approval of a majority of the Trustees, and each of the three Trustees has one vote. As a result, under the so-called "rule of three," none of the individual Trustees is deemed to share voting power for such shares. Line 9: Includes (i) 7,387,700 shares held indirectly through the Voting Trust for the benefit of Sam Bryan Cook TOD, for which S. Bryan Cook may be deemed to have sole investment power and (ii) 27,800 shares held indirectly through the Voting Trust for the benefit of S. Bryan Cook's SEP IRA, for which S. Byan Cook may be deemed to have sole investment power. Line 10: Includes (i) 19,945,200 shares held indirectly through the Voting Trust for the benefit of the Cook Family Trust dated December 3, 2012 (the "Cook Family Trust") for which S. Bryan Cook serves as the trustee and for which he may be deemed to have shared investment power, (ii) 9,419,800 shares held indirectly through the Voting Trust for the benefit of the SBC Trust fbo Julia Cook, for which S. Bryan Cook serves as a co-trustee and for which he may be deemed to have shared investment power, (iii) 1,430,450 shares held indirectly through the Voting Trust for the benefit of the SBC Insurance Trust fbo Julia Cook, for which S. Bryan Cook serves as a co-trustee and for which he may be deemed to have shared investment power, and (iv) 6,852,650 shares held indirectly through the Voting Trust for the benefit of the SBC Foundation, for which S. Bryan Cook serves as a co-trustee and for which he may be deemed to have shared investment power. Line 12: Excludes 111,809,586 shares of Class A Common Stock, in each case held indirectly by the Voting Trust for the benefit of other Reporting Persons identified herein as to which S. Bryan Cook expressly disclaims beneficial ownership. This report shall not be construed as an admission that S. Bryan Cook is the beneficial owner of such securities or that he is acting in concert with any other Reporting Person. Line 13: This percentage is calculated based on (i) 238,442,900 shares of Class A Common Stock issued and outstanding as reported in the Final Prospectus and (ii) 45,344,219 shares of Class A Common Stock held by the Reporting Person.


SCHEDULE 13D
CUSIP No.
152413100


1 Name of reporting person

Robert M. Robuck
2 Check the appropriate box if a member of a Group (See Instructions)

  (a)
  (b)
3SEC use only
4 Source of funds (See Instructions)

OO
5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6 Citizenship or place of organization

UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
7 Sole Voting Power: 86,519.00
8 Shared Voting Power: 50.00
9 Sole Dispositive Power: 57,419.00
10 Shared Dispositive Power: 18,616,150.00
11 Aggregate amount beneficially owned by each reporting person

18,712,469.00
12 Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13 Percent of class represented by amount in Row (11)

7.85 %
14 Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: Line 7: Includes 38,900 shares of unvested restricted Class A Common Stock awards held by Robert. M. Robuck for which he may be deemed to have sole voting power. Line 7 and 9: Includes 47,619 shares of Class A Common Stock held by Robert M. Robuck for which he may be deemed to have sole voting or sole investment power. Line 8 and 10: Includes 50 shares of Class A Common Stock held by the Sam B. Cook Revocable Interim Trust, for which Robert M. Robuck serves as a co-trustee and for which he may be deemed to have shared voting or investment power. Excludes 156,873,186 shares held through the Voting Trust, for which Mr. Robuck is one of three Trustees. Voting decisions require approval of a majority of the Trustees, and each of the three Trustees has one vote. As a result, under the so-called "rule of three," none of the individual Trustees is deemed to share voting power for such shares. Line 9: Includes 9,800 shares held indirectly through the Voting Trust for the benefit of Robert M. Robuck for which he may be deemed to have sole investment power. Line 10: Includes (i) 913,200 shares held indirectly through the Voting Trust by Robert M. Robuck and Sally J. Robuck Joint Tenancy with Right of Survivorship for which Robert M. Robuck may be deemed to have shared investment power, (ii) 9,419,800 shares held indirectly through the Voting Trust for the benefit of the SBC Trust fbo Julia Cook, for which Robert M. Robuck serves as a co-trustee and for which he may be deemed to have shared investment power, (iii) 1,430,450 shares held indirectly through the Voting Trust for the benefit of the SBC Insurance Trust fbo Julia Cook, for which Robert M. Robuck serves as a co-trustee and for which he may be deemed to have shared investment power, and (iv) 6,852,650 shares held indirectly through the Voting Trust for the benefit of the SBC Foundation, for which Robert M. Robuck serves as a co-trustee and for which he may be deemed to have shared investment power. Line 12: Excludes 138,247,286 shares of Class A Common Stock, in each case held indirectly by the Voting Trust for the benefit of other Reporting Persons identified herein as to which as to which Robert M. Robuck expressly disclaims beneficial ownership. This report shall not be construed as an admission that Robert M. Robuck is the beneficial owner of such securities or that he is acting in concert with any other Reporting Person. Line 13: This percentage is calculated based on (i) 238,442,900 shares of Class A Common Stock issued and outstanding as reported in the Final Prospectus and (ii) 18,712,469 shares of Class A Common Stock held by the Reporting Person.


SCHEDULE 13D
CUSIP No.
152413100


1 Name of reporting person

Steven W. Cook
2 Check the appropriate box if a member of a Group (See Instructions)

  (a)
  (b)
3SEC use only
4 Source of funds (See Instructions)

OO
5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6 Citizenship or place of organization

UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
7 Sole Voting Power: 34,706.00
8 Shared Voting Power: 0.00
9 Sole Dispositive Power: 20,520,656.00
10 Shared Dispositive Power: 0.00
11 Aggregate amount beneficially owned by each reporting person

20,520,656.00
12 Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13 Percent of class represented by amount in Row (11)

8.61 %
14 Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: Line 7 and 9: Includes 34,706 shares of Class A Common Stock held by Steven W. Cook for which he may be deemed to have sole voting or sole investment power. Line 9: Includes 20,485,950 of shares of Class A Common Stock awards held indirectly through the Voting Trust for the benefit Steven W. Cook for which he may be deemed to have sole investment power. Line 13: This percentage is calculated based on 238,442,900 shares of Class A Common Stock issued and outstanding as reported in the Final Prospectus and (ii) 20,520,656 shares of Class A Common Stock held by the Reporting Person.


SCHEDULE 13D
CUSIP No.
152413100


1 Name of reporting person

Morgan W. Cook
2 Check the appropriate box if a member of a Group (See Instructions)

  (a)
  (b)
3SEC use only
4 Source of funds (See Instructions)

OO
5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6 Citizenship or place of organization

UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
7 Sole Voting Power: 371,950.00
8 Shared Voting Power: 0.00
9 Sole Dispositive Power: 484,000.00
10 Shared Dispositive Power: 19,945,200.00
11 Aggregate amount beneficially owned by each reporting person

20,429,200.00
12 Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13 Percent of class represented by amount in Row (11)

8.57 %
14 Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: Line 7 and 9: Includes (i) 371,450 shares of Class A Common Stock held by the Morgan W. Cook Revocable Trust, for which Morgan W. Cook serves as the trustee and is the sole beneficiary and for which she may be deemed to have sole voting or investment power and (ii) 500 shares of Class A Common Stock held by Morgan W. Cook for which she may be deemed to have sole voting or sole investment power. Line 9: Includes 112,050 shares of Class A Common Stock held indirectly through the Voting Trust for the benefit of the Morgan W. Cook Revocable Trust, for which Morgan W. Cook serves as the trustee and is the sole beneficiary and for which she may be deemed to have sole investment power. Line 10: Includes 19,945,200 shares of Class A Common Stock held indirectly through the Voting Trust for the benefit of the Cook Family Trust, for which Morgan W. Cook is a beneficiary and for which she may be deemed to have shared investment power. Line 13: This percentage is calculated based on (i) 238,442,900 shares of Class A Common Stock issued and outstanding as reported in the Final Prospectus and (ii) 20,429,200 shares of Class A Common Stock held by the Reporting Person.


SCHEDULE 13D
CUSIP No.
152413100


1 Name of reporting person

The Cook Family Trust Dated December 3, 2012
2 Check the appropriate box if a member of a Group (See Instructions)

  (a)
  (b)
3SEC use only
4 Source of funds (See Instructions)

OO
5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6 Citizenship or place of organization

MISSOURI
Number of Shares Beneficially Owned by Each Reporting Person With:
7 Sole Voting Power: 0.00
8 Shared Voting Power: 0.00
9 Sole Dispositive Power: 0.00
10 Shared Dispositive Power: 0.00
11 Aggregate amount beneficially owned by each reporting person

19,945,200.00
12 Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13 Percent of class represented by amount in Row (11)

8.36 %
14 Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: Line 11: Includes 19,945,200 shares of Class A Common Stock held indirectly through the Voting Trust for the benefit of the Cook Family Trust. Line 13: This percentage is calculated based on (i) 238,442,900 shares of Class A Common Stock issued and outstanding as reported in the Final Prospectus and (ii) 19,945,200 shares of Class A Common Stock held by the Reporting Person.


SCHEDULE 13D
CUSIP No.
152413100


1 Name of reporting person

Catherine O. Cook
2 Check the appropriate box if a member of a Group (See Instructions)

  (a)
  (b)
3SEC use only
4 Source of funds (See Instructions)

OO
5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6 Citizenship or place of organization

UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
7 Sole Voting Power: 258,050.00
8 Shared Voting Power: 0.00
9 Sole Dispositive Power: 293,900.00
10 Shared Dispositive Power: 19,945,200.00
11 Aggregate amount beneficially owned by each reporting person

20,239,100.00
12 Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13 Percent of class represented by amount in Row (11)

8.49 %
14 Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: Line 7 and 9: Includes (i) 257,550 shares of Class A Common Stock held by Catherine O. Cook, for which she may be deemed to have sole voting or investment power and (ii) 500 shares of Class A Common Stock held by Catherine O. Cook for which she may be deemed to have sole voting or sole investment power. Line 9: Includes 35,850 shares of Class A Common Stock held indirectly through the Voting Trust for the benefit of Catherine O. Cook, for which she may be deemed to have sole investment power. Line 10: Includes 19,945,200 shares of Class A Common Stock held indirectly through the Voting Trust for the benefit of the Cook Family Trust, for which Catherine O. Cook is a beneficiary and for which she may be deemed to have shared investment power. Line 13: This percentage is calculated based on (i) 238,442,900 shares of Class A Common Stock issued and outstanding as reported in the Final Prospectus and (ii) 20,239,100 shares of Class A Common Stock held by the Reporting Person.


SCHEDULE 13D
CUSIP No.
152413100


1 Name of reporting person

Anne W. Cook
2 Check the appropriate box if a member of a Group (See Instructions)

  (a)
  (b)
3SEC use only
4 Source of funds (See Instructions)

OO
5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6 Citizenship or place of organization

UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
7 Sole Voting Power: 9,000.00
8 Shared Voting Power: 0.00
9 Sole Dispositive Power: 9,000.00
10 Shared Dispositive Power: 19,945,200.00
11 Aggregate amount beneficially owned by each reporting person

19,954,200.00
12 Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13 Percent of class represented by amount in Row (11)

8.37 %
14 Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: Line 7 and 9: Includes 9,000 shares of Class A Common Stock held by Anne W. Cook for which she may be deemed to have sole voting or sole investment power. Line 10: Includes 19,945,200 shares of Class A Common Stock held indirectly through the Voting Trust for the benefit of the Cook Family Trust, for which Anne W. Cook is a beneficiary and for which she may be deemed to have shared investment power. Line 13: This percentage is calculated based on (i) 238,442,900 shares of Class A Common Stock issued and outstanding as reported in the Final Prospectus and (ii) 19,954,200 shares of Class A Common Stock held by the Reporting Person.


SCHEDULE 13D
CUSIP No.
152413100


1 Name of reporting person

Sarah Cook Tryhus
2 Check the appropriate box if a member of a Group (See Instructions)

  (a)
  (b)
3SEC use only
4 Source of funds (See Instructions)

OO
5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6 Citizenship or place of organization

UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
7 Sole Voting Power: 34,706.00
8 Shared Voting Power: 0.00
9 Sole Dispositive Power: 8,503,256.00
10 Shared Dispositive Power: 10,412,600.00
11 Aggregate amount beneficially owned by each reporting person

18,915,856.00
12 Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13 Percent of class represented by amount in Row (11)

7.93 %
14 Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: Line 7 and 9: Includes 34,706 shares of Class A Common Stock held by Sarah Cook Tryhus for which she may be deemed to have sole voting or sole investment power. Line 9: Includes 8,468,550 shares of Class A Common Stock held indirectly through the Voting Trust for the benefit of the Sarah Cook Tryhus Separate Property Trust, for which Sarah Cook Tryhus serves as the trustee and is a beneficiary and for which she may be deemed to have sole investment power. Line 10: Includes (i) 5,206,300 shares of Class A Common Stock held indirectly through the Voting Trust for the benefit of the Taylor Tryhus 2020 Irrevocable Trust, for which Sarah Cook Tryhus has power to withdraw trust property and substitute assets of equivalent value and for which she may be deemed to have shared investment power and (ii) 5,206,300 shares of Class A Common Stock held indirectly through the Voting Trust for the benefit of the Taylor Tryhus 2020 Irrevocable Trust, for which Sarah Cook Tryhus has power to withdraw trust property and substitute assets of equivalent value and for which she may be deemed to have shared investment power. Line 13: This percentage is calculated based on (i) 238,442,900 shares of Class A Common Stock issued and outstanding as reported in the Final Prospectus and (ii) 18,915,856 shares of Class A Common Stock held by the Reporting Person.


SCHEDULE 13D
CUSIP No.
152413100


1 Name of reporting person

Nelson C. Grumney, Jr.
2 Check the appropriate box if a member of a Group (See Instructions)

  (a)
  (b)
3SEC use only
4 Source of funds (See Instructions)

OO
5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6 Citizenship or place of organization

UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
7 Sole Voting Power: 50,000.00
8 Shared Voting Power: 250,000.00
9 Sole Dispositive Power: 5,847,250.00
10 Shared Dispositive Power: 12,792,150.00
11 Aggregate amount beneficially owned by each reporting person

18,639,400.00
12 Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13 Percent of class represented by amount in Row (11)

7.82 %
14 Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: Line 7 and 9: Includes 5,000 shares of Class A Common Stock held by the Nelson C. Grumney, Jr. Revocable Trust, for which Nelson C. Grumney, Jr. serves as the trustee and is a beneficiary and for which he may be deemed to have sole voting or investment power. Line 8 and 10: Includes 250,000 shares of Class A Common Stock held by the Grumney Family Trust FBO Nelson C. Grumney, III, for which Nelson C. Grumney, Jr. is a beneficiary and for which he may be deemed to have shared voting or investment power. Line 9: Includes 5,842,250 shares of Class A Common Stock held indirectly through the Voting Trust for the benefit of the Nelson C. Grumney, Jr. Revocable Trust, for which Nelson C. Grumney, Jr. serves as the trustee and is a beneficiary and for which he may be deemed to have sole investment power. Line 10: Includes (i) 12,292,150 shares held indirectly through the Voting Trust for the benefit of the Grumney Family Trust Dated February 5, 2010 (the "Grumney Family Trust"), for which Nelson C. Grumney, Jr. serves as co-trustee and is a beneficiary and for which he may be deemed to have shared investment power and (ii) 250,000 shares of Class A Common Stock held by the Grumney Family Trust FBO Andrew C. Grumney, for which Nelson C. Grumney, Jr. is a beneficiary and for which he may be deemed to have shared investment power. Line 13: This percentage is calculated based on (i) 238,442,900 shares of Class A Common Stock issued and outstanding as reported in the Final Prospectus and (ii) 18,639,400 shares of Class A Common Stock held by the Reporting Person.


SCHEDULE 13D
CUSIP No.
152413100


1 Name of reporting person

Mary Blair Cook Sage
2 Check the appropriate box if a member of a Group (See Instructions)

  (a)
  (b)
3SEC use only
4 Source of funds (See Instructions)

OO
5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6 Citizenship or place of organization

UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
7 Sole Voting Power: 0.00
8 Shared Voting Power: 0.00
9 Sole Dispositive Power: 73,700.00
10 Shared Dispositive Power: 14,664,800.00
11 Aggregate amount beneficially owned by each reporting person

14,738,500.00
12 Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13 Percent of class represented by amount in Row (11)

6.18 %
14 Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: Line 9: Includes 73,700 shares of Class A Common Stock held indirectly through the Voting Trust for the benefit of Mary Blair Cook Sage, for which she may be deemed to have sole investment power. Line 10: Includes 14,664,800 shares of Class A Common Stock held indirectly through the Voting Trust for the benefit of Blair's Family Trust Dated May 15, 2003 ("Blair's Family Trust"), for which Mary Blair Cook Sage serves as co-trustee and for which she may be deemed to have shared investment power. Line 13: This percentage is calculated based on (i) 238,442,900 shares of Class A Common Stock issued and outstanding as reported in the Final Prospectus and (ii) 14,738,500 shares of Class A Common Stock held by the Reporting Person.


SCHEDULE 13D
CUSIP No.
152413100


1 Name of reporting person

Blair's Family Trust Dated May 15, 2003
2 Check the appropriate box if a member of a Group (See Instructions)

  (a)
  (b)
3SEC use only
4 Source of funds (See Instructions)

OO
5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6 Citizenship or place of organization

UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
7 Sole Voting Power: 0.00
8 Shared Voting Power: 0.00
9 Sole Dispositive Power: 0.00
10 Shared Dispositive Power: 0.00
11 Aggregate amount beneficially owned by each reporting person

14,664,800.00
12 Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13 Percent of class represented by amount in Row (11)

6.15 %
14 Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: Line 11: Includes 14,664,800 shares of Class A Common Stock held indirectly through the Voting Trust for the benefit of Blair's Family Trust. Line 13: This percentage is calculated based on (i) 238,442,900 shares of Class A Common Stock issued and outstanding as reported in the Final Prospectus and (ii) 14,664,800 shares of Class A Common Stock held by the Reporting Person.


SCHEDULE 13D
CUSIP No.
152413100


1 Name of reporting person

Andrew Gregg Curtin Sage III
2 Check the appropriate box if a member of a Group (See Instructions)

  (a)
  (b)
3SEC use only
4 Source of funds (See Instructions)

OO
5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6 Citizenship or place of organization

UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
7 Sole Voting Power: 0.00
8 Shared Voting Power: 0.00
9 Sole Dispositive Power: 0.00
10 Shared Dispositive Power: 14,664,800.00
11 Aggregate amount beneficially owned by each reporting person

14,664,800.00
12 Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13 Percent of class represented by amount in Row (11)

6.15 %
14 Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: Line 10: Includes 14,664,800 shares of Class A Common Stock held indirectly through the Voting Trust for the benefit of Blair's Family Trust, for which Andrew Gregg Curtin Sage III serves as co-trustee and is a beneficiary and for which he may be deemed to have shared investment power. Line 13: This percentage is calculated based on (i) 238,442,900 shares of Class A Common Stock issued and outstanding as reported in the Final Prospectus and (ii) 14,664,800 shares of Class A Common Stock held by the Reporting Person.


SCHEDULE 13D
CUSIP No.
152413100


1 Name of reporting person

Samuel Winston Brune
2 Check the appropriate box if a member of a Group (See Instructions)

  (a)
  (b)
3SEC use only
4 Source of funds (See Instructions)

OO
5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6 Citizenship or place of organization

UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
7 Sole Voting Power: 0.00
8 Shared Voting Power: 0.00
9 Sole Dispositive Power: 0.00
10 Shared Dispositive Power: 14,664,800.00
11 Aggregate amount beneficially owned by each reporting person

14,664,800.00
12 Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13 Percent of class represented by amount in Row (11)

6.15 %
14 Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: Line 10: Includes 14,664,800 shares of Class A Common Stock held indirectly through the Voting Trust for the benefit of Blair's Family Trust, for which Samuel Winston Brune is a beneficiary and for which he may be deemed to have shared investment power. Line 13: This percentage is calculated based on (i) 238,442,900 shares of Class A Common Stock issued and outstanding as reported in the Final Prospectus and (ii) 14,664,800 shares of Class A Common Stock held by the Reporting Person.


SCHEDULE 13D
CUSIP No.
152413100


1 Name of reporting person

Nelson C. Grumney, III
2 Check the appropriate box if a member of a Group (See Instructions)

  (a)
  (b)
3SEC use only
4 Source of funds (See Instructions)

OO
5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6 Citizenship or place of organization

UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
7 Sole Voting Power: 528,900.00
8 Shared Voting Power: 250,000.00
9 Sole Dispositive Power: 0.00
10 Shared Dispositive Power: 13,684,400.00
11 Aggregate amount beneficially owned by each reporting person

13,684,400.00
12 Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13 Percent of class represented by amount in Row (11)

5.74 %
14 Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: Line 7 and 10: Includes 528,900 shares of Class A Common Stock held by the Nelson C. Grumney, III Family Trust, for which Nelson C. Grumney, III serves as the trustee and is a beneficiary and for which he may be deemed to have sole voting power and shared investment power. Line 8 and 10: Includes 250,000 shares of Class A Common Stock held by the Grumney Family Trust FBO Nelson C. Grumney, III, for which Nelson C. Grumney, III serves as the trustee and is a beneficiary and for which he may be deemed to have shared voting or investment power. Line 10: Includes (i) 12,292,150 shares held indirectly through the Voting Trust for the benefit of the Grumney Family Trust, for which Nelson C. Grumney, III is a beneficiary and for which he may be deemed to have shared investment power, (ii) 363,350 shares of Class A Common Stock held indirectly through the Voting Trust for the benefit of the Nelson C. Grumney, III Family Trust, for which Nelson C. Grumney, III serves as the trustee and for which he may be deemed to have shared investment power, and (iii) 250,000 shares of Class A Common Stock held indirectly by the Voting Trust for the benefit of the Grumney Family Trust FBO Andrew C. Grumney, for which Nelson C. Grumney, III is a beneficiary and for which he may be deemed to have shared investment power. Line 13: This percentage is calculated based on (i) 238,442,900 shares of Class A Common Stock issued and outstanding as reported in the Final Prospectus and (ii) 13,684,400 shares of Class A Common Stock held by the Reporting Person.


SCHEDULE 13D
CUSIP No.
152413100


1 Name of reporting person

Andrew C. Grumney
2 Check the appropriate box if a member of a Group (See Instructions)

  (a)
  (b)
3SEC use only
4 Source of funds (See Instructions)

OO
5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6 Citizenship or place of organization

UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
7 Sole Voting Power: 19,340.00
8 Shared Voting Power: 250,000.00
9 Sole Dispositive Power: 17,640.00
10 Shared Dispositive Power: 13,629,100.00
11 Aggregate amount beneficially owned by each reporting person

13,648,290.00
12 Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13 Percent of class represented by amount in Row (11)

5.72 %
14 Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: Line 7: Includes (i) 1,550 shares of unvested restricted Class A Common Stock awards held by Andrew C. Grumney, for which he may be deemed to have sole voting power, (ii) 150 shares of vested restricted Class A Common Stock awards held by Andrew C. Grumney, for which he may be deemed to have sole voting power, (iii) 150 shares of Class A Common Stock held by the Andrew C. Grumney Family Trust, for which Andrew C. Grumney serves as the trustee and for which he may be deemed to have sole voting power. Line 7 and 9: Includes 17,490 shares of Class A Common Stock held by Andrew C. Grumney for which he may be deemed to have sole voting or sole investment power. Line 8 and 10: Includes 250,000 shares of Class A Common Stock held by the Grumney Family Trust FBO Nelson C. Grumney, III, for which Andrew C. Grumney is a beneficiary and for which he may be deemed to have shared voting or investment power. Line 9: Includes 150 shares of vested restricted Class A Common Stock awards held by Andrew C. Grumney, for which he may be deemed to have sole investment power. Line 10: Includes (i) 12,292,150 shares held indirectly through the Voting Trust for the benefit of the Grumney Family Trust, for which Andrew C. Grumney is a beneficiary and for which he may be deemed to have shared investment power, (ii) 836,800 shares of Class A Common Stock held indirectly through the Voting Trust for the benefit of the Andrew C. Grumney Family Trust, for which Andrew C. Grumney serves as the trustee and for which he may be deemed to have shared investment power, (iii) 250,000 shares of Class A Common Stock held indirectly through the Voting Trust for the benefit of the Grumney Family Trust FBO Andrew C. Grumney, for which Andrew C. Grumney serves as the trustee and is a beneficiary and for which he may be deemed to have shared investment power and (iv) 150 shares of Class A Common Stock held by the Andrew C. Grumney Family Trust, for which Andrew C. Grumney serves as the trustee and for which he may be deemed to have shared investment power. Line 13: This percentage is calculated based on (i) 238,442,900 shares of Class A Common Stock issued and outstanding as reported in the Final Prospectus and (ii) 13,648,290 shares of Class A Common Stock held by the Reporting Person.


SCHEDULE 13D
CUSIP No.
152413100


1 Name of reporting person

Cynthia Cook Grumney
2 Check the appropriate box if a member of a Group (See Instructions)

  (a)
  (b)
3SEC use only
4 Source of funds (See Instructions)

OO
5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6 Citizenship or place of organization

UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
7 Sole Voting Power: 0.00
8 Shared Voting Power: 0.00
9 Sole Dispositive Power: 0.00
10 Shared Dispositive Power: 12,292,150.00
11 Aggregate amount beneficially owned by each reporting person

12,292,150.00
12 Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13 Percent of class represented by amount in Row (11)

5.16 %
14 Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: Line 10: Includes 12,292,150 shares held indirectly through the Voting Trust for the benefit of the Grumney Family Trust, for which Cynthia Cook Grumney serves as co-trustee and is a beneficiary and for which she may be deemed to have shared investment power. Line 13: This percentage is calculated based on (i) 238,442,900 shares of Class A Common Stock issued and outstanding as reported in the Final Prospectus and (ii) 12,292,150 shares of Class A Common Stock held by the Reporting Person.


SCHEDULE 13D
CUSIP No.
152413100


1 Name of reporting person

Grumney Family Trust Dated February 5, 2010
2 Check the appropriate box if a member of a Group (See Instructions)

  (a)
  (b)
3SEC use only
4 Source of funds (See Instructions)

OO
5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6 Citizenship or place of organization

MISSOURI
Number of Shares Beneficially Owned by Each Reporting Person With:
7 Sole Voting Power: 0.00
8 Shared Voting Power: 0.00
9 Sole Dispositive Power: 0.00
10 Shared Dispositive Power: 0.00
11 Aggregate amount beneficially owned by each reporting person

12,292,150.00
12 Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13 Percent of class represented by amount in Row (11)

5.16 %
14 Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: Line 11: Includes 12,292,150 shares held indirectly through the Voting Trust for the benefit of the Grumney Family Trust. Line 13: This percentage is calculated based on (i) 238,442,900 shares of Class A Common Stock issued and outstanding as reported in the Final Prospectus and (ii) 12,292,150 shares of Class A Common Stock held by the Reporting Person.



SCHEDULE 13D

Item 1.Security and Issuer
(a) Title of Class of Securities:

Class A Common Stock, $0.01 par value
(b) Name of Issuer:

Central Bancompany, Inc.
(c) Address of Issuer's Principal Executive Offices:

238 Madison Street, JEFFERSON CITY, MISSOURI , 65101.
Item 2.Identity and Background
(a)
This Schedule 13D is filed jointly pursuant to Rule 13d-1(k)(1) for the convenience of the Reporting Persons. The filing of this Schedule 13D shall not be construed as an admission that such persons are, for purposes of Section 13(d) or any other provision of the Exchange Act, a "group" or that they have agreed to act together for the purpose of acquiring, holding, voting or disposing of equity securities of the Company. (a) The names of the Reporting Persons are presented below: Reporting Persons Central Bancompany, Inc. Amended & Restated Voting Trust Agreement, dated March 5, 2025 (the "Voting Trust") The Cook Family Trust Dated December 3, 2012 (the "Cook Family Trust") Blair's Family Trust Dated May 15, 2003 ("Blair's Family Trust") Grumney Family Trust Dated February 5, 2010 (the "Grumney Family Trust") S. Byran Cook Robert M. Robuck Steven W. Cook Morgan W. Cook Catherine O. Cook Anne W. Cook Sarah Cook Tryhus Nelson C. Grumney, Jr. Mary Blair Cook Sage Andrew Gregg Curtin Sage III Samuel Winston Brune Nelson C. Grumney, III Andrew C. Grumney Cynthia Cook Grumney
(b)
Unless otherwise specified below, the principal business address of each Reporting Person is 238 Madison Street, Jefferson City, Missouri 65101.
(c)
The principal business of each Reporting Person is presented below: The Voting Trust The Voting Trust is governed by the Amended and Restated Voting Trust Agreement dated March 5, 2025 (the "Voting Trust Agreement"), by and among the Company, certain extended members of the Cook family, certain employees, certain descendants of former employees and certain other shareholders (collectively, the "Voting Trust Members"), and S. Bryan Cook, Robert M. Robuck, and Robert R. Hermann, Jr., as trustees (collectively, the "Trustees"). The Voting Trust was established in 1989 by shareholders seeking to secure the continuity and stability of policy, management, and operations of the Company. Individuals S. Byran Cook serves as Executive Chairman of the Company and the Central Trust Bank (the "Bank"). He previously served as the Company's Chairman, President and Chief Executive Officer. Prior to that, he served as Chief Operating Officer of the Bank. Mr. Cook also serves as co-trustee of the Voting Trust. Robert M. Robuck serves as Vice Chairman of the Company and the Bank. He has worked for the Company since its formation in 1970 and has held multiple positions with both the Company and the Bank, including Chief Financial Officer and President and Chief Operations Officer. Mr. Robuck serves as co-trustee of the Voting Trust. Steven W. Cook is a private investor. Morgan W. Cook is a private investor. Catherine O. Cook is a private investor and is employed in a non-executive role by the Company. Anne W. Cook is a private investor. Sarah Cook Tryhus is a private investor. Her principal address is c/o Grayhawk Development, 7377 East Doubletree Ranch Road, Suite 100, Scottsdale, Arizona 85258. Nelson C. Grumney, Jr. is a private investor. Mary Blair Cook Sage is a private investor. Andrew Gregg Curtin Sage III is a private investor. Samuel Winston Brune is a private investor. Nelson C. Grumney, III is a private investor. Andrew C. Grumney is a private investor and is employed in a non-executive role by the Company. Cynthia Cook Grumney is a private investor. Family Trusts The Cook Family Trust is an estate planning trust established under the laws of the State of Missouri for the benefit of Anne W. Cook, Catherine O. Cook and Morgan W. Cook. S. Bryan Cook serves as the sole trustee of this trust and has sole voting power over the shares held by the trust. S. Bryan Cook, Anne W. Cook, Catherine O. Cook and Morgan W. Cook share dispositive power over the shares held by the trust. Blair's Family Trust is an estate planning trust established under the laws of the State of Missouri for the benefit of Andrew Gregg Curtin Sage III and Samuel Winston Brune. Mary Blair Cook Sage and Andrew Gregg Curtin Sage III serve as co-trustees and may be deemed to have shared investment power. Samuel Winston Brune, a beneficiary of the trust, has "Crummey" withdrawal rights for any gifts to the trust and power to withdraw trust assets by substituting assets of equivalent value, for which he may be deemed to have shared investment power. Grumney Family Trust is an estate planning trust established under the laws of the State of Missouri for the benefit of Nelson C. Grumney, Jr. and descendants of Cynthia Cook Grumney. Cynthia Cook Grumney and Nelson C. Grumney, Jr. serve as co-trustees and Nelson C. Grumney, Jr. and descendants of Cynthia Cook Grumney are beneficiaries. Descendants of Cynthia Cook Grumney have "Crummey" withdrawal rights for gifts to the trust. Nelson C. Grumney, Jr., Nelson C. Grumney, III and Andrew C. Grumney also have the power to withdraw trust assets by substituting property of an equivalent value.
(d)
No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)
No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)
All individual Reporting Persons are citizens of the United States. Reporting Persons that are trusts are organized in the jurisdiction set forth in Item 2(c).
Item 3.Source and Amount of Funds or Other Consideration
 
The Voting Trust described herein was originally established in 1989 by shareholders seeking to secure the continuity and stability of policy, management, and operations of the Company. Historically, the Reporting Persons individually acquired shares of the Company's Class A Common Stock primarily through private purchases using personal funds or by gift or inheritance and deposited such shares in the Voting Trust. Effective November 1, 1989, the Company amended its articles of incorporation to authorize the non-voting Class B Common Stock and reclassified and converted each share of Class A Common Stock then-outstanding into one share of Class A Common Stock and two shares of non-voting Class B Common Stock. Such Class B Common Stock was not originally included in or deposited into the Voting Trust, which only included the Company's voting stock. However, in connection with the March 2025 amendment and restatement of the Voting Trust Agreement, each of the Reporting Persons agreed to contribute any shares of Class A Common Stock issued upon the subsequent reclassification and conversion of the outstanding shares of Class B Common Stock to Class A Common Stock. On April 28, 2025, the Company filed a Second Amended and Restated Articles of Incorporation following shareholder approval to amend its capital structure. As part of the amendment, all outstanding shares of Class B Common Stock were reclassified into Class A Common Stock on a one-for-one basis, and no shares of Class B Common Stock remained outstanding. At the time such reclassification and conversion of such Class B Common stock on April 28, 2025, such additional shares of Class A Common Stock that were so reclassified and converted were contributed to the Voting Trust. On October 9, 2025, the Company declared a 50-for-1 stock split of the Company's issued and outstanding Class A Common Stock in the form of a stock dividend, entitling each shareholder of record on October 20, 2025 to receive 49 additional shares of Class A Common Stock for every one share owned (the "Stock Split"). The Company distributed the additional shares of Class A Common Stock on October 24, 2025. On November 21, 2025, the Company completed an initial public offering (the "IPO") of 17,778,000 shares of its Class A Common Stock. Morgan W. Cook, Catherine O. Cook, Nelson C. Grumney, Jr., Nelson C. Grumney, III, and Andrew C. Grumney are all beneficial owners of certain additional shares of Class A Common Stock that have not been deposited into the Voting Trust. These shares of Class A Common Stock were acquired through private purchases purchases using personal funds, by gift or inheritance or as restricted stock awards received from the Company as compensation. Robert M. Robuck holds unvested shares of Class A Common Stock outside of the Voting Trust that he received as restricted stock awards from the Company as compensation. Such shares will be automatically deposited in the Voting Trust when they vest. Additionally, pursuant to a directed share program, the following Reporting Persons purchased shares of Class A Common Stock in the IPO at the initial public offering price of $21.00 per share using personal funds: S. Bryan Cook, 38,619 shares; Robert M. Robuck, 47,619 shares; Steven Winston Cook, 34,706 shares; Sarah Cook Tryhus, 34,706 shares; Andrew C. Grumney, 17,490 shares; Anne W. Cook, 9,000 shares; Morgan W. Cook, 500 shares; and Catherine O. Cook, 500 shares (collectively, the "DSP Shares"). No other Reporting Person purchased shares pursuant to the directed share program or otherwise in the IPO. Pursuant to a sale contract between the parties entered into on September 13, 2025 and which settled on October 8, 2025, the Cook Family Trust purchased certificates in the Voting Trust representing 102,011 shares of Class A Common Stock (equivalent to 5,100,550 shares of Class A Common Stock giving effect to the subsequent Stock Split) (the "Transfer Shares") from S. Bryan Cook at a price of $852.81 per share. As consideration for the Transfer Shares, a promissory note was issued to S. Bryan Cook, TOD by the Cook Family Trust in an amount equal to the purchase price of the Transfer Shares (the "Promissory Note"). The Cook Family Trust and S. Bryan Cook also entered into a collateral pledge agreement, dated September 13, 2025 (the "Collateral Pledge Agreement"), pledging the Transfer Shares as collateral to secure payment under the Promissory Note. The transfer agent did not record the transfer of the Transfer Shares until October 8, 2025. On October 8, 2025, Cynthia Cook Grumney made an estate planning transfer of 116,845 shares of Class A Common Stock (equivalent to 5,842,250 shares of Class A Common Stock giving effect to the subsequent Stock Split) (the "Estate Planning Shares") to the Nelson C. Grumney, Jr. Revocable Trust. The Estate Planning Shares were acquired as a gift.
Item 4.Purpose of Transaction
 
The information set forth in Item 3 of this Schedule 13D is hereby incorporated into this Item 4 by reference. The Reporting Persons acquired, and presently hold, the shares of Class A Common Stock reported herein for individual investment purposes. The Reporting Persons may, from time to time, depending upon the market conditions and other factors deemed relevant by each Reporting Person independently, acquire additional shares of Class A Common Stock or, subject to the Reporting Person's compliance with the Voting Trust Agreement and/or a lock-up agreement, each as described in Item 6 below, dispose of such shares in the open market or in private transactions, which may include sales for the purpose of diversifying their investments, tax and estate planning purposes or family or charitable gifts. With the exception of the Voting Trust Agreement, the lock-up agreements and the Registration Rights Agreement, each as described in Item 6 below, the Reporting Persons have no present agreements, arrangements, or understandings among themselves regarding the disposition or acquisition of shares. The Reporting Persons expressly disclaim any coordination, concerted action, or common purpose with respect to their respective beneficial ownership of shares. Each Reporting Person acts independently and, from time to time, may evaluate his or her goals and objectives, other business or investment opportunities available to them, and general economic and equity market conditions, as well as the Company's business operations and prospects. Based on such evaluations, each Reporting Person may independently change his or her plans and intentions and may determine to sell or otherwise dispose of some or all of the shares beneficially owned by him or her, or to acquire additional shares. In addition, each Reporting Person may, from time to time, transfer shares beneficially owned by them for tax, estate planning, charitable or other economic planning purposes. The Reporting Persons may, at any time and from time to time, (i) review or reconsider their position in the Company or change their purpose or formulate plans or proposals with respect thereto or (ii) propose or consider one or more of the actions described in clauses (a) through (j) of Item 4 to Schedule 13D. Other than as described above in this Item 4 and in Item 6, the Reporting Persons do not have any present plans or proposals that relate to, or would result in, any actions or events specified in clauses (a) through (j) of Item 4 to Schedule 13D.
Item 5.Interest in Securities of the Issuer
(a)
The information provided in Item 3 above is hereby incorporated by reference. Each Reporting Person expressly disclaims membership in a "group" within the meaning of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b) thereunder with the other Reporting Persons. As a result, each Reporting Person expressly disclaims any beneficial ownership over shares of Class A Common Stock beneficially owned by the other Reporting Persons. Each Reporting Person acts independently and does not act in concert with any other Reporting Person in relation to the acquisition, disposition, or voting of any shares of the Company. (a) The information set forth in rows 11-13 of the cover pages for each respective Reporting Person is incorporated by reference in its entirety into this Item 5(a). If, notwithstanding the foregoing disclaimers, the Reporting Persons were to be deemed to be such a "group," such a group and each Reporting Person could be deemed to have beneficial ownership of 158,751,976 shares of Class A Common Stock. This aggregate amount represents 66.58% of the Company's Class A Common Stock. The percentages used herein with respect to the beneficial ownership of Class A Common Stock for each Reporting Person are calculated based on the sum of 238,442,900 outstanding shares of Class A Common Stock, as reported in the Company's prospectus, dated November 19, 2025 filed with the SEC pursuant to Rule 424(b).
(b)
The information set forth in rows 7-10 of the cover pages for each respective Reporting Person is incorporated by reference in its entirety into this Item 5(b).
(c)
The information set forth in Item 3 above regarding the Transfer Shares, the Estate Planning Shares and the DSP Shares is herby incorporated by reference.
(d)
Not applicable
(e)
Not applicable
Item 6.Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
 
Voting Trust Agreement The Voting Trust Members entered into the Voting Trust with respect to their Class A common stock. All of the Reporting Persons named herein are Voting Trust Members. The Trustees, acting by a simple majority, exercise sole voting discretion over Class A Common Stock held in the Voting Trust. Voting Trust Members are entitled to receive any cash dividends or other cash distributions made in respect of the shares underlying their respective interests in the Voting Trust. To the fullest extent permitted by Missouri law, which governs the Voting Trust Agreement, the Voting Trust Members have waived any and all fiduciary duties of the Trustees. Subject to the terms and conditions of the Voting Trust Agreement, Voting Trust Members may transfer their interests in the Voting Trust or withdraw their Class A Common Stock from the Voting Trust (i) in connection with a third party sale, subject to a right of first refusal by the Company and (ii) as otherwise permitted by the Trustees in their sole and absolute discretion. The Voting Trust will terminate on December 31, 2035, which date may be extended for one or more additional ten-year terms with the approval of the Trustees, the Company and Voting Trust Members representing at least 60% of the shares of Class A Common Stock subject to the Voting Trust. In addition, the Voting Trust may be terminated at any time by the unanimous vote of the Trustees. The Voting Trust may only be amended with the written consent of Voting Trust Members representing at least 60% of the shares of Class A Common Stock subject to the Voting Trust. The foregoing summary of certain terms and conditions of the Voting Trust Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Voting Trust Agreement, a copy of which is incorporated by reference herein as Exhibit 1. Lock-Up Agreements The Voting Trust Members have agreed, through agreements set forth in the Voting Trust Agreement, subject to certain limited exceptions, not to offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer the shares of Class A Common Stock or any securities convertible into or exchangeable or exercisable for Class A Common Stock held immediately before November 19, 2025, the effective date of the Company's Registration Statement on Form S-1 (the "Effective Date"), for a period of 180 days after the Effective Date, without the prior written consent of Morgan Stanley & Co. LLC. Under the Voting Trust Agreement, the underwriters are intended third-party beneficiaries of these "market stand-off" provisions and may enforce such provisions. In addition, Reporting Person's who are also executive officers and directors Central, S. Bryan Cook and Robert M. Robuck, have entered into separate stand-alone lock-up agreements providing that, subject to certain limited exceptions, without the prior written consent of Morgan Stanley & Co. LLC on behalf of the underwriters, they will not, and will not publicly disclose an intention to, during the period ending 180 days after the Effective Date: - offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for shares of Class A Common Stock; - file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A Common Stock; or - enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Class A Common Stock; - whether any such transaction described above is to be settled by delivery of Class A Common Stock or such other securities, in cash or otherwise. The foregoing summary of certain terms and conditions of the Voting Trust Agreement and of the stand-alone lock-up agreements does not purport to be complete and is qualified in its entirety by reference to the complete text of the Voting Trust Agreement and to the form of the stand-alone lock-up agreement, copies of which are incorporated by reference herein as Exhibit 1 and 2, respectively. Registration Rights Agreement On November 21, 2025, the Company entered into a registration rights agreement with the Voting Trust (the "Registration Rights Agreement"), as required by the Voting Trust Agreement described above. The Registration Rights Agreement provides, among other things and subject to certain exceptions and conditions, that the Company is required to register shares of Class A Common Stock beneficially owned by certain eligible Voting Trust Members for resale under the Securities Act. After such registration, these shares of Class A Common Stock will become freely tradeable without restrictions under the Securities Act. The foregoing summary of certain terms and conditions of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Registration Rights Agreement, a copy of which is incorporated by reference herein as Exhibit 3. Collateral Pledge Agreement On September 13, 2025, the Cook Family Trust and S. Bryan Cook entered into the Collateral Pledge Agreement, pledging the Transfer Shares as collateral to secure payment under the Promissory Note. The Collateral Pledge Agreement contains standard default and pledge provisions that contemplate payment of the Promissory Note and the return of the Transfer Shares, with no consequent change in beneficial ownership. In the event of a default, S. Bryan Cook may use the Transfer Shares to satisfy any amounts due under the Promissory Note. The Cook Family Trust retains all voting rights with respect to the Transfer Shares for as long as they are pledged as collateral, except in the case of an event of default. The foregoing summary of certain terms and conditions of the Collateral Pledge Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Collateral Pledge Agreement, a copy of which is incorporated by reference herein as Exhibit 4. Other than as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any other securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies, including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities other than standard default and similar provisions contained in loan agreements.
Item 7.Material to be Filed as Exhibits.
 
1 Amended and Restated Voting Trust Agreement (incorporated by reference to Exhibit 9.1 to the Company's S-1/A, filed with the SEC on October 31, 2025). 2* Form of Lock-Up Agreement 3* Registration Rights Agreement, dated November 21, 2025. 4* Collateral Pledge Agreement, dated September 13, 2025. 5* Joint Filing Agreement, dated November 19, 2025. * Filed herewith

    SIGNATURE 
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 
Central Bancompany, Inc. Amended & Restated Voting Trust Agreement, dated March 5, 2025
 Signature:/s/ Robert M. Robuck
 Name/Title:Robert M. Robuck, Trustee
 Date:11/26/2025
 
S. Bryan Cook
 Signature:/s/ S. Bryan Cook
 Name/Title:S. Bryan Cook
 Date:11/26/2025
 
Robert M. Robuck
 Signature:/s/ Robert M. Robuck
 Name/Title:Robert M. Robuck
 Date:11/26/2025
 
Steven W. Cook
 Signature:/s/ Steven W. Cook
 Name/Title:Steven W. Cook
 Date:11/26/2025
 
Morgan W. Cook
 Signature:/s/ Morgan W. Cook
 Name/Title:Morgan W. Cook
 Date:11/26/2025
 
The Cook Family Trust Dated December 3, 2012
 Signature:/s/ S. Bryan Cook
 Name/Title:S. Bryan Cook, Trustee
 Date:11/26/2025
 
Catherine O. Cook
 Signature:/s/ Catherine O. Cook
 Name/Title:Catherine O. Cook
 Date:11/26/2025
 
Anne W. Cook
 Signature:/s/ Anne W. Cook
 Name/Title:Anne W. Cook
 Date:11/26/2025
 
Sarah Cook Tryhus
 Signature:/s/ Sarah Cook Tryhus
 Name/Title:Sarah Cook Tryhus
 Date:11/26/2025
 
Nelson C. Grumney, Jr.
 Signature:/s/ Nelson C. Grumney, Jr.
 Name/Title:Nelson C. Grumney, Jr.
 Date:11/26/2025
 
Mary Blair Cook Sage
 Signature:/s/ Mary Blair Cook Sage
 Name/Title:Mary Blair Cook Sage
 Date:11/26/2025
 
Blair's Family Trust Dated May 15, 2003
 Signature:/s/ Mary Blair Cook Sage
 Name/Title:Mary Blair Cook Sage, Trustee
 Date:11/26/2025
   
 Signature:/s/ Andrew Gregg Curtin Sage
 Name/Title:Andrew Gregg Curtin Sage, Trustee
 Date:11/26/2025
 
Andrew Gregg Curtin Sage III
 Signature:/s/ Andrew Gregg Curtin Sage III
 Name/Title:Andrew Gregg Curtin Sage III
 Date:11/26/2025
 
Samuel Winston Brune
 Signature:/s/ Samuel Winston Brune
 Name/Title:Samuel Winston Brune
 Date:11/26/2025
 
Nelson C. Grumney, III
 Signature:/s/ Nelson C. Grumney, III
 Name/Title:Nelson C. Grumney, III
 Date:11/26/2025
 
Andrew C. Grumney
 Signature:/s/ Andrew C. Grumney
 Name/Title:Andrew C. Grumney
 Date:11/26/2025
 
Cynthia Cook Grumney
 Signature:/s/ Cynthia C. Grumney
 Name/Title:Cynthia C. Grumney
 Date:11/26/2025
 
Grumney Family Trust Dated February 5, 2010
 Signature:/s/ Cynthia C. Grumney
 Name/Title:Cynthia C. Grumney, Trustee
 Date:11/26/2025

 

Exhibit 2

 

FORM OF LOCK-UP AGREEMENT

 

____________, 2025

 

Morgan Stanley & Co. LLC
1585 Broadway
New York, NY 10036

 

Ladies and Gentlemen:

 

The undersigned understands that Morgan Stanley & Co. LLC (“Morgan Stanley”) and Keefe, Bruyette & Woods, Inc., as representatives of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Central Bancompany, Inc., a Missouri corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including Morgan Stanley (the “Underwriters”), of [●] shares (the “Shares”) of the Company’s Class A common stock, par value $0.01 per share (the “Common Stock”).

 

To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of Morgan Stanley on behalf of the Underwriters, it will not, and will not publicly disclose an intention to, during the period commencing on the date hereof and ending 180 days after the date of the final prospectus (the “Restricted Period”) relating to the Public Offering (the “Prospectus”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), by the undersigned or any other securities so owned convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to:

 

(a)            transactions relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the Public Offering, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of Common Stock or other securities acquired in such open market transactions;

 

(b)            transfers of shares of Common Stock or any security convertible into Common Stock:

 

(i)             as a bona fide gift,

 

(ii)            to any immediate family member, any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned or any of their respective successors upon death (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin) in a transaction not involving a disposition for value,

 

 

 

 

(iii)           to any beneficiary of the undersigned pursuant to a will, other testamentary document or applicable laws of descent,

 

(iv)           to the Company, to satisfy any tax withholding obligations of the Company or the undersigned, or to satisfy the exercise price of stock options by the undersigned, upon the exercise or vesting of equity awards outstanding as of the date of the Prospectus and disclosed in the Registration Statement and Prospectus or hereinafter granted under any equity incentive plan of the Company described in the Registration Statement and Prospectus,

 

(v)            to the undersigned’s affiliates or to any investment fund or other entity controlled or managed by the undersigned,

 

(vi)           by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree or separation agreement,

 

(vii)          as part of any net or cashless exercise of stock options or vesting, delivery or settlement of restricted shares, restricted stock units or other awards granted pursuant to any equity incentive plan of the Company described in the Registration Statement and Prospectus,

 

(viii)         as restricted shares granted to Company employees in the ordinary course pursuant to any equity incentive plan of the Company described in the Registration Statement and Prospectus, or

 

(ix)            to the voting trust established by the Amended and Restated Voting Trust Agreement, dated March 5, 2025, by and among the Company, the shareholders parties thereto, and Sam Bryan Cook, Robert M. Robuck and Robert R. Hermann, Jr. as trustees (the “Voting Trust”);

 

(c)            to the Underwriters pursuant to the Underwriting Agreement;

 

(d)            distributions of shares of Common Stock or any security convertible into Common Stock to limited partners or stockholders of the undersigned; and

 

(e)            facilitating the establishment of a trading plan on behalf of a shareholder, officer or director of the Company pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that (i) such plan does not provide for the transfer of Common Stock during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Common Stock may be made under such plan during the Restricted Period;

 

 

 

 

provided, that (A) in the case of any transfer, disposition or distribution pursuant to clauses b(i), (ii), (iii), (v), (vi) and clause (d), each transferee, donee or distributee shall sign and deliver a lock-up agreement substantially in the form of this agreement; (B) in the case of any transfer, disposition or distribution pursuant to clauses b(i), (ii), (v) and clause (d), no public announcement or filing under Section 16(a) of the Exchange Act or any other public filing or disclosure reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during the Restricted Period with respect to such transfer, disposition or distribution; and (C) in the case of any transfer, disposition or distribution pursuant to clauses b(iii), (vi) and (ix), no public announcement or filing under Section 16(a) of the Exchange Act or any other public filing or disclosure reporting a reduction in beneficial ownership of shares of Common Stock, shall be voluntarily made during the Restricted Period with respect to such transfer, disposition or distribution and, to the extent such public announcement, filing or disclosure is required by law, it shall clearly indicates that it relates to the circumstances described in clauses b(iii), (vi) or (ix), as the case may be, including that the securities are subject to the terms of a lock-up agreement or lock-up arrangements under the Voting Trust Agreement.

 

In addition, the undersigned agrees that, without the prior written consent of Morgan Stanley on behalf of the Underwriters, it will not, during the Restricted Period, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s shares of Common Stock except in compliance with the foregoing restrictions.

 

[If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing restrictions shall be equally applicable to any issuer-directed Shares the undersigned may purchase in the offering.]1

 

[If the undersigned is an officer or director of the Company, (i) Morgan Stanley agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, Morgan Stanley will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by Morgan Stanley hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration or to an immediate family member as defined in FINRA Rule 5130(i)(5) and (b) the transferee has agreed in writing to be bound by the same terms described in this agreement to the extent and for the duration that such terms remain in effect at the time of the transfer.]2

 

The undersigned understands that the Company and the Underwriters are relying upon this agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns.

 

 

 

1 Insert if the undersigned is an executive officer or director of the Company (FINRA Rule (5131(d)(2)).

2 Insert if the undersigned is an executive officer or director of the Company (FINRA Rule (5131(d)(2)).

 

 

 

 

The undersigned acknowledges and agrees that the Underwriters have not provided any recommendation or investment advice nor have the Underwriters solicited any action from the undersigned with respect to the Public Offering of the Shares and the undersigned has consulted their own legal, accounting, financial, regulatory and tax advisors to the extent deemed appropriate. The undersigned further acknowledges and agrees that, although the Underwriters may provide certain Regulation Best Interest and Form CRS disclosures or other related documentation to you in connection with the Public Offering, the Underwriters are not making a recommendation to you to participate in the Public Offering or sell any Shares at the price determined in the Public Offering, and nothing set forth in such disclosures or documentation is intended to suggest that any Underwriter is making such a recommendation. The undersigned further acknowledges and agrees that none of the Underwriters has made any recommendation or provided any investment or other advice to the undersigned with respect to this agreement or the subject matter hereof, and the undersigned has consulted its own legal, accounting, financial, regulatory, tax and other advisors with respect to this agreement and the subject matter hereof to the extent the undersigned has deemed appropriate.

 

Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriters.

 

The undersigned understands that if (i) either the Representatives, on the one hand, or the Company, on the other hand, informs the other in writing, prior to the execution of the Underwriting Agreement, that they have determined not to proceed with the Public Offering, (ii) the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares to be sold thereunder, (iii) the Registration Statement is withdrawn prior to the execution of the Underwriting Agreement or (iv) the Underwriting Agreement is not executed on or before March 31, 2026, provided that the Company may by written notice to the undersigned prior to such date extend such date for a period of up to an additional three months, then, in each case, this agreement shall

 

automatically, and without any action on the part of any other party, be of no further force and effect, and the undersigned shall be automatically released from all obligations under this letter agreement.

 

This agreement may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com or www.echosign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

 

This agreement shall be governed by and construed in accordance with the laws of the State of New York.

 

 

 

 

IF AN INDIVIDUAL:   IF AN ENTITY:
     
      (please print complete name of entity)
By:        
  (duly authorized signature)      
         
Name:     By:  
  (please print full name)     (duly authorized signature)
         
      Name:  
        (please print full name)
         
      Title:  
        (please print full title)
         
Address:     Address:  

 

 

 

Exhibit 3

EXECUTION VERSION

REGISTRATION RIGHTS AGREEMENT

 

between

 

the Voting trust

created by the Amended and Restated Voting Trust Agreement, dated March 5, 2025

 

and

 

Central bancompany, Inc.

 

 

 

Dated as of November 21, 2025

TABLE OF CONTENTS

Page

Section 1. Certain Definitions 1
Section 2. Demand Registrations 6
Section 3. S-3 Registrations and Takedowns 7
Section 4. Suspension Periods; Blackout Periods 9
Section 5. Registration Procedures 10
Section 6. Registration Expenses 13
Section 7. Indemnification 13
Section 8. Participation in Offerings 16
Section 9. Miscellaneous 16

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REGISTRATION RIGHTS AGREEMENT

Registration Rights Agreement, dated November 21, 2025 (this “Agreement”), by and between the Voting Trust (as defined below), Central Bancompany, Inc., a Missouri corporation (the “Company”), and any Voting Trust Holder (as defined below) who becomes a party to this Agreement by executing a Joinder Agreement (as defined below).

WHEREAS, pursuant to Section 18 of the Voting Trust Agreement (as defined below), the Company and the Voting Trust (as defined below) agreed to enter into a registration rights agreement granting certain eligible Voting Trust Members (as defined below) registration rights with respect to the shares of Common Stock they beneficially own; and

WHEREAS, the Company has decided to pursue an IPO of its Class A Common Stock, par value $0.01 per share (the “Common Stock”), of the Company;

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein and other good and valid consideration, the receipt and sufficiency of which are hereby acknowledged, and in full satisfaction of the Company and the Voting Trust’s respective obligations under Section 18 of the Voting Trust Agreement, the Company and the Voting Trust hereby agree as follows:

Section 1.                Certain Definitions. In this Agreement, the following terms shall have the meanings assigned below:

Affiliate” means, with respect to a specified Person, any specified Person that, directly or indirectly, controls, or is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlling,” “controlled” and “under common control with”) as used with respect to any Person means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

Agreement” has the meaning set forth in the Preamble and includes all amendments, modifications and supplements and any exhibits or schedules to any of the foregoing.

beneficially own” means, with respect to any Person, securities of which such Person or any of such Person’s Affiliates, directly or indirectly, has “beneficial ownership” as determined pursuant to Rule 13d-3 and Rule 13d-5 of the Exchange Act, including securities beneficially owned by others with whom such Person or any of its Affiliates has agreed to act together for the purpose of acquiring, holding, voting or disposing of such securities; provided that a Person shall not be deemed to “beneficially own” (i) securities tendered pursuant to a tender or exchange offer made by such Person or any of such Person’s Affiliates until such tendered securities are accepted for payment, purchase or exchange, (ii) any security as a result of an oral or written agreement, arrangement or understanding that gives such Person the right to vote such security (1) pursuant to the Voting Trust Agreement or (2) if such agreement, arrangement or understanding: (A) arises solely from a revocable proxy given in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable provisions of the Exchange Act, and (B) is not also then reportable by such Person on Schedule 13D under the Exchange Act (or any comparable or successor report).

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Blackout Period” has the meaning set forth in Section 4(b)(i).

Common Stock” has the meaning set forth in the Preamble.

Company” has the meaning set forth in the Preamble.

Demand Notice” has the meaning set forth in Section 2(a).

Demand Registration” has the meaning set forth in Section 2(a).

Demand Registration Statement” has the meaning set forth in Section 2(a).

Demand Request” has the meaning set forth in Section 2(a)

Exchange Act” means the Securities Exchange Act of 1934, as amended.

Form S-1” means a registration statement on Form S-1 under the Securities Act or such successor forms thereto permitting registration of securities under the Securities Act.

Form S-3” means a registration statement on Form S-3 under the Securities Act or such successor forms thereto permitting registration of securities under the Securities Act.

Form S-3 Eligibility Date” means November 19, 2026.

full trading day” has the meaning set forth in Section 4(b)(i).

Governmental Authority” means any federal, state, local, domestic or foreign agency, court, tribunal, administrative body, arbitration panel, department or other legislative, judicial, governmental, quasi-governmental entity or self-regulatory organization with competent jurisdiction.

Initial S-3 Registration Statement” has the meaning set forth in Section 3(a).

IPO” means the initial public offering and sale of shares of Common Stock of the Company registered with the SEC.

IPO Lockup” means the restrictions contained in the IPO Underwriting Agreement and Section 18(a) of the Voting Trust Agreement (or, in each case, agreements contemplated therein) on offers, sales and registrations of Common Stock and related matters following the pricing of the IPO, after giving effect to any waivers, modifications or terminations of such restrictions.

IPO Underwriting Agreement” means the Underwriting Agreement, dated November 19, 2025, among the Company and Morgan Stanley & Co. LLC and Keefe, Bruyette & Woods, Inc., as representatives of the several underwriters named in Schedule I thereto, relating to the IPO.

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Joinder Agreement” means the joinder agreement in form and substance of Exhibit A attached hereto.

Minimum Amount” means $25 million, unless, at any time, the total number of all remaining shares of Registrable Securities would, if fully sold, yield gross proceeds to the Voting Trust Holders of less than such amount, in which case the “Minimum Amount” shall mean the gross proceeds to be realized upon the sale of all such remaining Registrable Securities.

Participating Voting Trust Holders” has the meaning set forth in Section 5(a)(i).

Permitted Transferee” means any person to whom a Permitted Transfer has been made.

Permitted Transfers” means, in the case of any Voting Trust Holder, a transfer of such Voting Trust Holder’s interest in Registrable Securities held in trust by the Voting Trust (i) to any immediate family member of such Voting Trust Holder, or to any trust for the direct or indirect benefit of the Voting Trust Holder or the immediate family of such Voting Trust Holder or any of their respective successors upon death (for purposes of this clause (i), “immediate family” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and shall include adoptive relationships), (ii) to any beneficiary of such Voting Trust Holder pursuant to a will other testamentary document or applicable laws of descent, (iii) to such Voting Trust Holder’s Affiliates or to any investment fund or other entity controlled or managed by such Voting Trust Holder, or (iv) to any other transferees with the prior written consent of the Company; provided, in each case, that such transfers are in compliance with the Voting Trust Agreement, as applicable.

Person” means any individual, sole proprietorship, partnership, limited liability company, joint venture, trust, incorporate organization, association, corporation, institution, public benefit corporation, Governmental Authority or any other entity.

Prospectus” means the prospectus or prospectuses (whether preliminary or final) included in any Registration Statement, as amended or supplemented by any free writing prospectus, whether or not required to be filed with the SEC, prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus or prospectuses.

Registrable Securities” means, at any time, (i) all Common Stock held for the benefit of the Voting Trust Holders through the Voting Trust as of the date hereof, (ii) any securities of the Company issued or issuable after the date hereof with respect to the Common Stock referred to in clause (i) by way of stock dividend or stock split or in connection with a combination of stock, recapitalization, merger, consolidation or other reorganization or otherwise that are automatically or promptly contributed to the Voting Trust and (iii) securities issued by the issuer thereof in exchange for or in replacement of any securities referred to in clauses (i) and (ii); provided, however, that any and all such Common Stock and other securities referred to in clauses (i), (ii) and (iii) shall cease to be Registrable Securities if and when such securities (1) have been sold pursuant to an effective registration statement or Rule 144 under the Securities Act, (2) have been sold to someone other than a Voting Trust Holder in a transaction where a subsequent public distribution of such securities would not require registration under the Securities Act, (3) are withdrawn from the Voting Trust, (4) become eligible for sale pursuant to Rule 144 under the Securities Act without volume or manner-of-sale restrictions or (5) are no longer outstanding (or any combination of clauses (1), (2), (3), (4) and (5)).

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Registration Expenses” has the meaning set forth in Section 6(a).

Registration Statement” means any registration statement of the Company that covers any of the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to such registration statement, including pre- and post-effective amendments, and all exhibits and all materials incorporated by reference in such Registration Statement.

Requesting Holders” has the meaning set forth in Section 2(a).

Rule 144” means Rule 144 of the Securities Act.

S-3 Registration” means a registration for resale under the Securities Act on Form S-3 of Registrable Securities hereunder.

S-3 Registration Statement” has the meaning set forth in Section 3(b).

SEC” means the Securities and Exchange Commission.

Securities Act” means the Securities Act of 1933, as amended.

Shelf Takedown” has the meaning set forth in Section 3(e).

Shelf Notice” has the meaning set forth in Section 3(e).

Subsequent S-3 Registration Statement” has the meaning set forth in Section 3(b).

Suspension Period” has the meaning set forth in Section 4(a).

Termination Date” means the first date on which there are no Registrable Securities or there is no Voting Trust Holder.

Trustees” has the meaning set forth in the definition of “Voting Trust Agreement” in this Section 1.

underwriter” means, with respect to any underwritten offering, a securities dealer who purchases any Registrable Securities as a principal in connection with a distribution of such securities.

underwritten offering” means a public offering of securities of the Company registered under the Securities Act in which one or more underwriters participate in the distribution.

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Voting Trust” has the meaning set forth in the definition of “Voting Trust Agreement” in this Section 1.

Voting Trust Agreement” means the Amended and Restated Voting Trust Agreement, dated March 5, 2025 (such voting trust, the “Voting Trust”), among the Company, the extended members of the Sam Baker Cook family, certain employees, the descendants of former employees and certain other shareholders parties thereto (collectively, the “Voting Trust Members”), and S. Bryan Cook, Robert M. Robuck, and Robert R. Hermann, Jr., as trustees (such trustees, or any successor trustees acting under the Voting Trust Agreement, collectively, the “Trustees”).

Voting Trust Holder” means each of the Voting Trust Members, and their Permitted Transferees, for so long as such Person shall “beneficially own” any Registrable Securities.

Voting Trust Members” has the meaning set forth in the definition of “Voting Trust Agreement” in this Section 1.

In addition to the above definitions, unless the context requires otherwise:

(i)             any reference to any statute, regulation, rule or form as of any time shall mean such statute, regulation, rule or form as amended or modified and shall also include any successor statute, regulation, rule or form from time to time;

(ii)            “include”, “includes” and “including” shall be construed as inclusive without limitation, in each case notwithstanding the absence of any express statement to such effect, or the presence of such express statement in some contexts and not in others;

(iii)           references to “Section” or the “Preamble” are references to Sections or the introductory paragraph of this Agreement, respectively;

(iv)           references to any Governmental Authority include any successor to such Governmental Authority;

(v)            references to any agreement or other document are to such agreement or document as amended, modified, supplemented or replaced from time to time;

(vi)           words such as “herein”, “hereof”, “hereinafter” and “hereby” when used in this Agreement refer to this Agreement as a whole; and

(vii)          references to “business day” mean a business day in The City of New York.

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Section 2.                Demand Registrations.

(a)               Right to Request Registration. Subject to the provisions hereof and to the IPO Lockup and continuing until the Form S-3 Eligibility Date, a Voting Trust Holder or group of Voting Trust Holders (the “Requesting Holders”) may at any time request of the Trustees in writing (a “Demand Request”) registration for resale under the Securities Act on Form S-1 of all or part of the Registrable Securities held for the benefit of such Requesting Holders (a “Demand Registration”); provided, however, that (based on the then-current market prices) the number of shares of Registrable Securities included in the Demand Registration would, if fully sold, yield gross proceeds to the Voting Trust Holders of at least the Minimum Amount. Upon receipt of any Demand Request, the Trustees shall promptly provide such Demand Request to the Company in writing, and shall promptly give written notice (a “Demand Notice”) of such Demand Request to the other Voting Trust Holders. Each other Voting Trust Holder that receives a Demand Notice shall have the rights, exercisable by written notice to the Company and the Trustees within ten (10) business days of the Company’s receipt of the Demand Request from the Trustees, to irrevocably elect to include in such Demand Request such portion of its Registrable Shares as it may request. Subject to Sections 2(b), 2(d) and 4 below, the Company shall use reasonable best efforts to (i) file a Registration Statement registering for resale such number of shares of Registrable Securities as requested to be so registered pursuant to this Section 2(a) (a “Demand Registration Statement”) within thirty (30) days after receipt from the Trustees of the Requesting Holders’ request therefor and (ii) cause such Demand Registration Statement to be declared effective by the SEC as soon as practical thereafter. If permitted under the Securities Act, such Registration Statement shall be one that is automatically effective upon filing.

(b)               Number of Demand Registrations. The Company shall not be obligated to effect pursuant to Section 2(a) more than one (1) Demand Registration.

(c)               Priority on Demand Registrations. The Company may include Common Stock other than Registrable Securities in a Demand Registration for any accounts on the terms provided below and, if such Demand Registration is an underwritten offering, only with the consent of the managing underwriters of such offering. If the managing underwriters of the requested Demand Registration advise the Company and the Voting Trust Holders that elected to participate in the Demand Request that in their opinion the number of shares of Common Stock proposed to be included in the Demand Registration exceeds the number of shares of Common Stock that can be sold in such underwritten offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Common Stock proposed to be sold in such underwritten offering), the Company shall include in such Demand Registration (i) first, the number of shares of Registrable Securities which the Voting Trust Holders have elected to include in the Demand Request, and (ii) second, the number of shares of Common Stock proposed to be included therein by any other Persons (including Common Stock to be sold for the account of the Company) allocated among such Persons in such manner as the Company may determine. If the number of shares of Common Stock that can be sold is less than or equal to the number of shares of Common Stock proposed to be registered pursuant to clause (i) above by the Voting Trust Holders, the amount of Common Stock to be sold shall be allocated pro rata among the Voting Trust Holders participating in the Demand Request on the basis of the number of shares of Common Stock that each such Voting Trust Holder elected to include in the Demand Request or as such Voting Trust Holders and the Company may otherwise agree.

(d)               Restrictions on Demand Registrations. The Voting Trust Holders shall not be entitled to request a Demand Registration when the Company is diligently pursuing a primary underwritten offering of Common Stock. Notwithstanding the foregoing, the Company shall not be obligated to take any action that would violate any lockup or similar restriction relating to any Demand Registration or underwritten Shelf Takedown then in effect.

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(e)               Selection of Underwriters. If any of the Registrable Securities covered by a Demand Registration is to be sold in an underwritten offering, the Company in consultation with the Trustees shall select the managing underwriter or underwriters to administer the offering.

Section 3.                S-3 Registrations and Takedowns.

(a)               Initial Shelf Registration. Beginning after the Form S-3 Eligibility Date, the Company shall use its reasonable best efforts to qualify and remain qualified to register the offer and sale of securities on Form S-3. Within ninety (90) days after the time that the Company first becomes eligible to use Form S-3, the Company shall use its reasonable best efforts to file a Registration Statement on Form S-3 (the “Initial S-3 Registration Statement”) registering a sufficient number of shares of Common Stock to permit secondary sales of all Registrable Securities then outstanding. The Company shall use its reasonable best efforts to cause the SEC to declare such Initial S-3 Registration Statement effective as soon as practical thereafter.

(b)               Subsequent Shelf Registrations. If the Initial S-3 Registration Statement or any Subsequent S-3 Registration Statement filed pursuant to this Section 3(b) expires before the Termination Date, the Company shall use its reasonable best efforts file another Registration Statement on Form S-3 (each, a “Subsequent S-3 Registration Statement”, and with the Initial S-3 Registration Statement, an “S-3 Registration Statement”) registering a sufficient number of shares of Common Stock to permit secondary sales of all Registrable Securities then outstanding. The Company shall use its reasonable best efforts to cause the SEC to declare such Subsequent S-3 Registration Statement effective as soon as practical after the expiration of the preceding S-3 Registration Statement.

(c)               Shelf Registration Period. In any event, the Company shall use its reasonable best efforts to keep an S-3 Shelf Registration Statement continuously effective, subject to Section 4, until the Termination Date.

(d)               Brokered Transactions. Following the Form S-3 Eligibility Date, any Voting Trust Holder shall be entitled, at any time and from time to time when an S-3 Registration Statement is effective and until the Termination Date, to use an S-3 Registration Statement to transfer all or a portion of such Voting Trust Holder’s Registrable Securities in an unrestricted number of brokered transactions.

(e)               Right to Effect a Shelf Takedown. Following the Form S-3 Eligibility Date and subject to the provisions hereof, a Voting Trust Holder or group of Voting Trust Holders shall be entitled, at any time and from time to time when an S-3 Registration Statement is effective and until the Termination Date, to use an S-3 Registration Statement to conduct an underwritten offering of Registrable Securities (each, a “Shelf Takedown”), but only upon not less than fifteen (15) business days’ prior written notice to the Trustees (a “Shelf Takedown Notice”), and upon receipt of any Shelf Takedown Notice, the Trustees shall promptly provide such Shelf Takedown Notice to the Company in writing, and shall give written notice at least ten (10) business days prior to the anticipated filing date of the prospectus or prospectus supplement relating to such Shelf Takedown to the other Voting Trust Holders. Each other Voting Trust Holder that receives a Shelf Takedown Notice shall have the rights, exercisable by written notice to the Company and the Trustees within five (5) business days, to irrevocably elect to include such in Shelf Takedown such portion of its Registrable Shares at it may requested; provided, however, that (based on the then-current market prices) the number of shares of Registrable Securities included in such Shelf Takedown would yield gross proceeds to the Voting Trust Holders of at least the Minimum Amount.

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(f)                Priority on Shelf Takedowns. The Company may include Common Stock other than Registrable Securities in a Shelf Takedown for any accounts with the consent of the managing underwriters of such offering as provided herein. If the managing underwriters of the requested Shelf Takedown advise the Company and the Voting Trust Holders that in their opinion the number of shares of Common Stock proposed to be included in the Shelf Takedown exceeds the number of shares of Common Stock that can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Common Stock proposed to be sold in such offering), the Company shall include in such Shelf Takedown (i) first, the number of shares of Common Stock that the Voting Trust Holders who have elected to sell shares in such Shelf Takedown propose to sell, and (ii) second, the number of shares of Common Stock proposed to be included therein by any other Persons (including Common Stock to be sold for the account of the Company) allocated among such Persons in such manner as the Company may determine. If the number of shares of Common Stock that can be sold is less than or equal to the number of shares of Registrable Securities proposed to be included in the Shelf Takedown pursuant to clause (i) above, the amount of Common Stock to be so sold shall be allocated to such Voting Trust Holders pro rata on the basis of the number of shares of Common Stock that each such Voting Trust Holder proposes to sell or as such Voting Trust Holders and the Company may otherwise agree.

(g)               Number of Shelf Takedowns. The Voting Trust Holders shall not be entitled to request more than one (1) Shelf Takedown pursuant to Section 3(e) during any 12-month period.

(h)               Restrictions on Shelf Takedowns. The Voting Trust Holders shall not be entitled to request any Shelf Takedown when the Company is diligently pursuing a primary underwritten offering of Common Stock.

(i)                 Selection of Underwriters. In connection with any Shelf Takedown, the Company in consultation with the Trustees shall select the underwriter or underwriters.

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Section 4.                Suspension Periods; Blackout Periods.

(a)               Suspension Periods. The Company may (i) delay the filing or amendment of a Registration Statement in connection with a Demand Registration or an S-3 Registration or (ii) prior to the pricing of any underwritten offering or other offering of Registrable Securities pursuant to a Demand Registration or an S-3 Registration, delay such underwritten or other offering (and, if it so chooses, withdraw any registration statement that has been filed), but in each case described in clauses (i) and (ii) only if the board of directors of the Company determines in good faith that the registration or offering to be delayed would, if not delayed, materially adversely affect the Company and its subsidiaries taken as a whole or materially interfere with, or jeopardize the success of, any pending or proposed material transaction, including any material debt or equity financing, any material acquisition or disposition, any material recapitalization or reorganization or any other material transaction, whether due to commercial reasons, a desire to avoid premature disclosure of information or any other reason. Any period during which the Company has delayed a filing or an offering pursuant to this Section 4 is herein called a “Suspension Period.” In no event shall any Suspension Period exceed sixty (60) days, and the number of days covered by any one or more Suspension Periods shall not exceed one hundred twenty (120) days in the aggregate during any rolling period of three hundred sixty-five (365) days. If pursuant to this Section 4 the Company delays a Demand Registration requested by any Voting Trust Holders, such Voting Trust Holders shall be entitled to withdraw such request and, if so withdrawn, such request shall not count against the limitation on the number of such registrations set forth in Section 2(b). If pursuant to this Section 4 the Company withdraws an S-3 Registration Statement requested by any Voting Trust Holders, the Voting Trust Holders shall be entitled to make a further request for an S-3 Registration pursuant to this Agreement. The Company shall provide prompt written notice to the Voting Trust Holders of Registrable Securities covered by the applicable registration statement of the commencement and termination of any Suspension Period (and any withdrawal of a registration statement pursuant to this Section 4), but shall not be obligated under this Agreement to disclose the reasons therefor. The Voting Trust Holders shall keep the existence of each Suspension Period confidential and refrain from making offers and sales of Registrable Securities (and direct any other Persons making such offers and sales to refrain from doing so) during each Suspension Period.

(b)               Blackout Periods.

(i)                 Any Voting Trust Holder who has executed the joinder agreement set forth in Exhibit A shall not, unless the Company otherwise permits by notice in writing to such Voting Trust Holder, make any offers or sales of Registrable Securities during the period (each a “Blackout Period”) beginning two weeks prior to quarter-end of each fiscal quarter of the Company and ending one full trading day after the Company publicly issues its earnings release for such fiscal quarter (or fiscal year in the case of the fourth fiscal quarter). A “full trading day” after an earnings release means at least one full-day trading session on the Nasdaq Global Select Market shall have elapsed after the public issuance of such earnings release. Notwithstanding this Section 4(b), but subject to the other provisions hereof, Registrable Securities may be offered and sold during a Blackout Period if such offers and sales are made pursuant to a Rule 10b5-1 Plan that has been established outside a Blackout Period.

(ii)              During any Blackout Period, the Company shall not be obligated to file or amend any Registration Statement in connection with a Demand Registration or an S-3 Registration or effect, or take any action to effect, any underwritten offering or other offering of Registrable Securities pursuant to a Demand Registration or an S-3 Registration.

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Section 5.                Registration Procedures.

(a)               Whenever any Voting Trust Holders request that any Registrable Securities be registered pursuant to this Agreement, and the Trustees notify the Company of such request, the Company shall use reasonable best efforts to effect, as soon as practical as provided herein, the registration and the sale of such Registrable Securities in accordance with the intended methods of disposition thereof, and, pursuant thereto, the Company shall, as soon as practical as provided herein:

(i)                 subject to the other provisions of this Agreement, use reasonable best efforts to prepare and file with the SEC a Registration Statement with respect to such Registrable Securities and cause such Registration Statement to become effective (unless it is automatically effective upon filing); and before filing a Registration Statement or Prospectus or any amendments or supplements thereto, furnish to the Trustees for the benefit of the Voting Trust Holders for the benefit of which the Registrable Securities covered by such Registration Statement are held (the “Participating Voting Trust Holders”) and the underwriters or other distributors, if any, identified by the Company copies of all such documents proposed to be filed, including documents incorporated by reference in the Prospectus and, if requested by the Trustees, one set of the exhibits incorporated by reference, and the Trustees and a single counsel selected by the Participating Voting Trust Holders shall have a reasonable opportunity to review and comment on the Registration Statement and each such Prospectus (and each amendment or supplement thereto) before it is filed with the SEC, and each Participating Voting Trust Holder shall have the opportunity to object to any information pertaining to the Participating Voting Trust Holders that is contained therein and the Company will make the corrections reasonably requested by the Trustees with respect to such information prior to filing any Registration Statement or Prospectus or any amendment or supplement thereto;

(ii)            use reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement, or the lifting of any suspension of the qualification or exemption from qualification of any Registrable Securities for sale in any jurisdiction in the United States;

(iii)           furnish to the Trustees and each managing underwriter, if any, without charge, conformed copies of each Registration Statement and amendment thereto and copies of each supplement thereto promptly after they are filed with the SEC; and deliver, without charge, such number of copies of the preliminary and final Prospectus and any supplement thereto as the Trustees may reasonably request in order to facilitate the disposition of the Registrable Securities of the Participating Voting Trust Holders covered by such Registration Statement in conformity with the requirements of the Securities Act; provided, that any such document available on the SEC’s EDGAR database shall satisfy any such obligation;

(iv)           furnish to the Trustees and each managing underwriter, if any, without charge, any comments and/or any other correspondence from the SEC or the SEC staff to the Company or its representatives relating any Registration Statement filed hereunder promptly following receipt thereof. The Company shall respond to the SEC or the SEC staff, as applicable, regarding the resolution of any such comments and/or correspondence promptly following receipt thereof and shall use its reasonable best efforts to address such comments in a manner satisfactory to the SEC.

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(v)            use reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such U.S. jurisdictions as the Trustees reasonably request and continue such registration or qualification in effect in such jurisdictions for as long as the applicable Registration Statement may be required to be kept effective under this Agreement (provided that the Company will not be required to (1) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph (v), (2) subject itself to taxation in any such jurisdiction or (3) consent to general service of process in any such jurisdiction);

(vi)           notify the Trustees, who shall promptly notify the Participating Voting Trust Holders and each distributor of such Registrable Securities identified by the Participating Voting Trust Holders, at any time when a Prospectus relating thereto is required under the Securities Act to be delivered by such distributor, of the occurrence of any event as a result of which the Prospectus included in such Registration Statement contains an untrue statement of a material fact or omits a material fact necessary to make the statements therein not misleading, and, at the request of the Trustees, the Company shall use reasonable best efforts to prepare, as soon as practical, a supplement or amendment to such Prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such Prospectus shall not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading;

(vii)          in the case of an underwritten offering in which the Participating Voting Trust Holders participate pursuant to a Demand Registration or an S-3 Registration, enter into an agreement containing such provisions (including provisions for indemnification, lockups, opinions of counsel and comfort letters) as are customary and reasonable for an offering of such kind, and take all such other customary and reasonable actions as the managing underwriters of such offering may request in order to facilitate the disposition of such Registrable Securities (including, making members of senior management of the Company available to participate in “road-show” and other customary marketing activities);

(viii)        in the case of an underwritten offering in which the Participating Voting Trust Holders participate pursuant to a Demand Registration or an S-3 Registration, and to the extent not prohibited by applicable law or pre-existing applicable contractual restrictions, (A) make reasonably available, for inspection by one counsel for the Participating Voting Trust Holders, the managing underwriters of such offering and one counsel (and one accountant) for such managing underwriter, pertinent corporate documents and financial and other records of the Company and its subsidiaries and controlled Affiliates, other than those portions of any such documents and records which contain information subject to attorney-client privilege with respect to the Company, (B) cause the Company’s officers and employees to supply information reasonably requested by such counsel for the Participating Voting Trust Holders or such managing underwriters or their counsel in connection with such offering and (C) make the Company’s independent accountants available for any such managing underwriters’ due diligence; provided, however, that such records and other information shall be subject to such confidential treatment as is customary for underwriters’ due diligence reviews;

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(ix)            promptly notify the Trustees and the managing underwriters of any underwritten offering:

(1)               when the Registration Statement, any pre-effective amendment, the Prospectus or any Prospectus supplement or any post-effective amendment to the Registration Statement has been filed and, with respect to the Registration Statement or any post-effective amendment, when the same has become effective;

(2)               of any request by the SEC for amendments or supplements to the Registration Statement or the Prospectus or for any additional information regarding the Participating Voting Trust Holders;

(3)               of the notification to the Company by the SEC of its initiation of any proceeding with respect to the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement; and

(4)               of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the applicable securities or blue sky laws of any jurisdiction; and

(x)             generally make available to the Company’s securityholders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 under the Securities Act.

(b)               The Company shall use reasonable best efforts to file all reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder and will take such further action as the Trustees shall reasonably request, all to the extent required to enable the Voting Trust Holders to be eligible to sell Registrable Securities pursuant to Rule 144 under the Securities Act prior to the Termination Date.  The Company shall use its reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness of any Registration Statement, or the suspension of the qualification of any Registrable Securities for sale in any jurisdiction and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension as promptly as practicable and to notify the Trustees and the managing underwriter, if any, of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding for such purpose.

(c)               The Company may require any Participating Voting Trust Holders and each distributor of Registrable Securities as to which any registration is being effected to furnish to the Company any other information regarding such Person and the distribution of such securities as the Company may from time to time reasonably request.

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(d)               Each Participating Voting Trust Holder agrees by having its stock treated as Registrable Securities hereunder that, upon being advised in writing by the Trustees of the occurrence of an event pursuant to Section 5(a)(vi), such Participating Voting Trust Holder will immediately discontinue (and direct any other Persons making offers and sales of Registrable Securities to immediately discontinue) offers and sales of Registrable Securities until it is advised in writing by the Company, including through the Trustees, that the use of the Prospectus may be resumed and is furnished with a supplemented or amended Prospectus as contemplated by Section 5(a)(vi), and, if so directed by the Company, including through the Trustees, such Participating Voting Trust Holder will deliver to the Company all copies, other than permanent file copies then in such Participating Voting Trust Holders’ possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice.

Section 6.                Registration Expenses.

(a)               All of the Company’s expenses incident to any Demand Registration or S-3 Registration, including all expenses incident to the Company’s performance of or compliance with this Agreement, all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, Financial Industry Regulatory Authority fees, listing application fees, printing expenses, transfer agent’s and registrar’s fees, cost of distributing Prospectuses in preliminary and final form as well as any supplements thereto, and fees and disbursements of counsel for the Company and all independent certified public accountants and other Persons retained by the Company (all such expenses being herein called “Registration Expenses”) (but not including any underwriting discounts or commissions attributable to the sale of Registrable Securities or fees and expenses of counsel representing any underwriters or other distributors), shall be borne by the Company.

(b)               The obligation of the Company to bear the expenses described in Section 6(a) shall apply irrespective of whether a registration, once properly demanded or requested, if applicable, becomes effective, is withdrawn or suspended, is converted to another form of registration and irrespective of when any of the foregoing shall occur; provided, however, that Registration Expenses for any Registration Statement withdrawn solely at the request of any Voting Trust Holders (unless withdrawn following commencement of a Suspension Period pursuant to Section 4) shall be borne by such Voting Trust Holders.

Section 7.                Indemnification.

(a)               The Company shall indemnify, to the fullest extent permitted by law, the Trustees, the Voting Trust Holders and each Person who controls the Voting Trust Holders (within the meaning of the Securities Act) against all losses, claims, damages, liabilities, judgments, costs (including reasonable costs of investigation) and expenses (including reasonable and documented attorneys’ fees) arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus or any amendment thereof or supplement thereto or arising out of or based upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as (i) the same are made in reliance and in conformity with information furnished in writing to the Company by the Trustees, the Voting Trust Holders or the underwriters expressly for use therein or (ii) the same are corrected in an amendment or supplement to the Registration Statement or Prospectus and the Trustees, the Voting Trust Holders or any Person who controls the Voting Trust Holders thereafter fails to deliver or cause to be delivered such Registration Statement or Prospectus as so amended or supplemented prior to or concurrently with the Registrable Securities to the Person asserting such loss, claim, damage, liability, judgement cost or expense after the Company has furnished the Trustees, the Voting Trust Holders or such Person who controls the Voting Trust Holders such Registration Statement or Prospectus as so amended or supplemented. In connection with an underwritten offering in which any Voting Trust Holders participate conducted pursuant to a registration effected hereunder, the Company shall indemnify each participating underwriter and each Person who controls such underwriter (within the meaning of the Securities Act) to the same extent as provided above (including the exceptions thereto as applicable to the underwriters) with respect to the indemnification of the Voting Trust Holders, provided, however, that this sentence shall apply only if (based on the current market prices immediately prior thereto) the number of shares of Registrable Securities to be sold in the offering would yield gross proceeds to the Voting Trust Holders of at least the Minimum Amount (or if the Company otherwise approves the offering for purposes of this Section 7).

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(b)               In connection with any Registration Statement in which any Voting Trust Holders are participating, such Voting Trust Holders shall furnish to the Company in writing such information and certificates as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus, or amendment or supplement thereto, and shall indemnify, to the fullest extent permitted by law, the Company, its officers and directors and each Person who controls the Company (within the meaning of the Securities Act) against all losses, claims, damages, liabilities, judgments, costs (including reasonable costs of investigation) and expenses (including reasonable attorneys’ fees) arising out of or based upon any untrue or alleged untrue statement of material fact contained in the Registration Statement or Prospectus, or any amendment or supplement thereto or arising out of or based upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that the same are made in reliance and in conformity with information furnished in writing to the Company by such Voting Trust Holders expressly for use therein.

(c)               Any Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying Person of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying Person to assume the defense of such claim with counsel reasonably satisfactory to the indemnified Person. Failure so to notify the indemnifying Person shall not relieve it from any liability that it may have to an indemnified Person otherwise than under this Section 7. If such defense is assumed, the indemnifying Person shall not be subject to any liability for any settlement made by the indemnified Person without its consent (but such consent will not be unreasonably withheld). An indemnifying Person who is entitled to, and elects to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel (in addition to one local counsel) for all Persons indemnified by such indemnifying Person with respect to such claim (and all other claims arising out of the same circumstances), unless in the reasonable judgment of any indemnified Person there may be one or more legal or equitable defenses available to such indemnified Person which are in addition to or may conflict with those available to another indemnified Person with respect to such claim, in which case such maximum number of counsel for all indemnified Persons shall be two rather than one). Failure to give prompt written notice shall not release the indemnifying Person from its obligations hereunder. The indemnifying Person shall not consent to the entry of any judgment or enter into or agree to any settlement relating to a claim or action for which any indemnified Person would be entitled to indemnification by any indemnifying Person hereunder unless such judgment or settlement includes as an unconditional term the giving, by all relevant claimants and plaintiffs to such indemnified Person, a release, satisfactory in form and substance to such indemnified Person, from all liabilities in respect of such claim or action for which such indemnified Person would be entitled to such indemnification. The indemnifying Person shall not be liable hereunder for any amount paid or payable or incurred pursuant to or in connection with any judgment entered or settlement effected with the consent of an indemnified Person unless the indemnifying Person has also consented to such judgment or settlement.

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(d)               The indemnification and contribution provided for under this Agreement are in addition to any other liability that the indemnifying Persons may otherwise have to the Indemnified persons and shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified Person or any officer, director or controlling Person of such indemnified Person and shall survive the transfer of securities and the Termination Date but only with respect to offers and sales of Registrable Securities made before the Termination Date, and offers and sales of Registrable Securities made pursuant to a Shelf Takedown that has been priced by not completed prior to the Termination Date.

(e)               If the indemnification provided for in or pursuant to this Section 7 is due in accordance with the terms hereof, but is held by a court to be unavailable or unenforceable in respect of any losses, claims, damages, liabilities or expenses referred to herein, then each applicable indemnifying Person, in lieu of indemnifying such indemnified Person, shall contribute to the amount paid or payable by such indemnified Person as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying Person on the one hand and of the indemnified Person on the other in connection with the statements or omissions which result in such losses, claims, damages, liabilities or expenses as well as any other relevant equitable considerations. The relative fault of the indemnifying Person on the one hand and of the indemnified Person on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying Person or by the indemnified Person, and by such Person’s relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Voting Trust Holders agree that it would not be just and equitable if contribution pursuant to this Section 7(e) were determined by pro rata allocation (even if the Voting Trust Holders or any underwriters or all of them were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this paragraph. The amount paid or payable by an indemnified Person as a result of the losses, claims, damages, liabilities or expenses referred to herein shall be deemed to include any reasonable and documented legal or other fees or expenses reasonably incurred by such indemnified in connection with investigating or, except as provided in Section 7(c), defending any such action or claims. Notwithstanding the provisions of this Section 7(e), no Voting Trust Holder shall be required to contribute an amount greater than the proceeds (net of any underwriting discounts and commission) received by such Voting Trust Holder with respect to the sale of any Registrable Securities. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act ) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Voting Trust Holders’ obligations in this Section 7(e) to contribute shall be several and not joint in proportion to the amount of Registrable Securities registered by them.

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Section 8.                Participation in Offerings.

No Person (including any Voting Trust Holder) may participate in any offering pursuant to a registration effected hereunder, or cause the Company to effect any Demand Registration or S-3 Registration, unless such Person (a) has executed the joinder agreement set forth in Exhibit A and, (b) in the case of any underwritten offering pursuant to a registration effected hereunder, (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Voting Trust Holders, in the case of any underwritten offering pursuant to a Demand Registration or any underwritten Shelf Takedown, or by the Company, in any other case, and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, lockups and other documents required under the terms of such underwriting arrangements.

Section 9.                Miscellaneous.

(a)               Notices. Unless otherwise provided in this Agreement, all notices and other communications hereunder shall be in writing, shall reference this Agreement and shall be deemed to have been duly given when (i) delivered, (ii) sent by facsimile or electronic mail or (iii) deposited in the United States mail or private express mail, postage prepaid. Such communications must be sent to the Company and the Voting Trust at the following addresses (or at such other addresses for a party as shall be specified by like notice):

If to the Company:

Central Bancompany, Inc.
238 Madison Street
Jefferson City, MO 65101
Attention:  Jeremy W. Colbert, Executive Vice President, General Counsel and Corporate Secretary
E-mail:  Jeremy.Colbert@centralbank.net

If to the Voting Trust:

Bryan Cave Leighton Paisner LLP

One Metropolitan Square

211 North Broadway, Suite 3600

St. Louis, Missouri 63102

Attention: John D. Schaperkotter; Robert J. Endicott

Email: john.schaperkotter@bclplaw.com; rob.endicott@bclplaw.com

(b)               No Waivers. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

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(c)               Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, it being understood that there are no intended third-party beneficiaries hereof.

(d)               Governing Law; Jurisdiction. This Agreement shall be governed and construed according to the laws of the State of Missouri, without reference to its conflicts of law principles. The parties irrevocably submit to the exclusive personal jurisdiction of the state and federal courts of the State of Missouri, Cole County, for any action concerning or relating to this Agreement or it subject matter, and irrevocably waive any objection to forum on inconvenience or other grounds.

(e)               Waiver of Jury Trial. EACH PARTY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR RELATING TO THIS AGREEMENT AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.

(f)                Counterparts; Effectiveness. This Agreement may be executed in one or more counterparts, including by facsimile or by e-mail delivery of a “.pdf” format data file, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed and delivered (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law) by each of the parties.

(g)               Entire Agreement. This Agreement shall constitute the entire agreement between the parties with respect to the subject matter hereof and shall supersede all previous agreements, negotiations, discussion, understandings, conversations, commitments and writings with respect to such subject matter. The Company and the Trustees acknowledge, agree and confirm that this Agreement is the registration rights agreement contemplated by, and fully satisfies each of the Company and the Voting Trust’s respective obligations under, Section 18 of the Voting Trust Agreement.

(h)               Captions. The headings and other captions in this Agreement are for convenience and reference only and shall not be used in interpreting, construing or enforcing any provision of this Agreement.

(i)                 Severability. In the event any one or more of the provisions contained in this Agreement or the application thereof to any person or circumstance is determined by a court of competent jurisdiction to be invalid, illegal, void or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein, or the application of such provisions to persons or circumstances or in jurisdictions other than those as to which have been held invalid, illegal, void or unenforceable, shall remain in full force and effect and not in any way be affected, impaired or invalidated thereby. The parties shall endeavor in good faith negotiations to replace the invalid, illegal, void or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of invalid, illegal, void or unenforceable provisions.

(j)                 Amendments. No provisions of this Agreement shall be deemed waived, amended, supplemented or modified, unless such waiver, amendment, supplement or modification is in writing and signed by the Company and the Trustees.

[Signature Page Follows]

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IN WITNESS WHEREOF, this Registration Rights Agreement has been duly executed by each of the Company and the Voting Trust as of the date first written above.

CENtral bancompany, inc.
By:

/s/ James K. Ciroli

Name: James K. Ciroli

Title: Executive Vice President and Chief Financial Officer

VOTING TRUST
By:

/s/ S. Bryan Cook

Name: S. Bryan Cook

Title: Trustee

By:

/s/ Robert M. Robuck

Name: Robert M. Robuck

Title: Trustee

By:

/s/ Robert R. Hermann, Jr.

Name: Robert R. Hermann, Jr.

Title: Trustee

Exhibit A

JOINDER TO THE REGISTRATION RIGHTS AGREEMENT

This joinder agreement (this “Joinder Agreement”) is made as of [               ]. 20[     ] by the undersigned (the “Joining Party”) in accordance with the Registration Rights Agreement dated as of November 21, 2025 (the “Registration Rights Agreement”) between Central Bancompany, Inc. and the Voting Trust, as the same may be amended from time to time. Capitalized terms used, but not defined, herein shall have the meaning ascribed to such terms in the Registration Rights Agreement.

WHEREAS, pursuant to Section 8 of the Registration Rights Agreement, no Person (including any Voting Trust Holder) may participate in any offering pursuant to a registration effected under the Registration Rights Agreement, or cause the Company to effect any Demand Registration or S-3 Registration unless such Person has executed a joinder agreement;

NOW, THEREFORE, in consideration of the mutual agreements set forth herein, the Joining Party hereby agrees that, by its execution of this Joinder Agreement, the Joining Party shall be deemed to be a party to the Registration Rights’ Agreement as of the date hereof and shall have all of the rights and obligations of a “Voting Trust Holder” thereunder as if it had executed the Registration Rights Agreement and agrees to be bound by all of the terms, provisions and conditions contained in the Registration Rights Agreement (including, for the avoidance of doubt, Sections 4(b), 5(c), 5(d), 6, 7, 8, and 9 of the Registration Rights Agreement), which terms, provisions and conditions are hereby incorporated by reference herein.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement as of the date first written above.

[NAME OF JOINING PARTY]
By:
Name:
Title:
Address for Notices:

The foregoing Joinder Agreement is hereby confirmed and accepted as of the date first written above.

TRUSTEES
By:
Name:
By:
Name:
By:
Name:
CENTRAL BANCOMPANY, INC.
By:
Name:
Title:

[Signature Page to Joinder Agreement]

 

Exhibit 4

 

COLLATERAL PLEDGE AGREEMENT

 

In consideration of, and as collateral security for the payment of, the liabilities of S. BRYAN COOK, TRUSTEE OF THE COOK FAMILY TRUST DATED DECEMBER 3, 2012 (the “Pledgor”), to S. BRYAN COOK (the “Pledgee”), evidenced by or arising in connection with that certain Promissory Note of even date herewith in the original principal amount equal to the Purchase Price (determined pursuant to the Sale Contract between the Pledgor and the Pledgee of even date herewith) executed by Pledgor and payable to Pledgee, and all replacements, renewals and extensions of such liabilities (herein collectively called the “Liabilities”), Pledgor hereby assigns and pledges to Pledgee an amount of the assets of the Cook Family Trust equal to the Liabilities, such assets consisting of publicly traded marketable securities as well as interests in privately held investments, including but not limited to shares of the Class A Common Stock in Central Bancompany, Inc. as reflected on Schedule A attached hereto, the selection of which assets of the Cook Family Trust shall be used to satisfy the Liabilities to be made by the Pledgor in the event of and at the time of a default by Pledgor, and grants Pledgee a continuing security interest in said assets, together with all proceeds thereof, substitutions therefor and rights associated therewith (referred to collectively herein as the “Collateral”), all of which the Pledgor owns free of liens or claims of any kind and has the right to pledge to Pledgee.

 

Pledgor hereby agrees that the Collateral shall constitute security for any and all of the Liabilities. Pledgor authorizes Pledgee to cause any Collateral to be transferred, in such manner and at such time(s) as Pledgee may determine, into the names of Pledgee or Pledgee’s nominees and this instrument shall constitute Pledgee’s authority to make such transfer(s).

 

Pledgor agrees that:

 

1.                  Pledgor will execute, endorse and deliver all documents which Pledgee may reasonably require to secure Pledgee’s interests under this Agreement.

 

2.                  Pledgor shall have no right to call, exchange, convert or otherwise change or alter the form of the Collateral without the consent of Pledgee so long as any portion of the Liabilities remain unpaid. Any distribution paid in cash out of the earnings of the Collateral shall be released to Pledgor by Pledgee unless such Collateral is transferred into the name of Pledgee or Pledgee’s nominee, and Pledgor shall retain all voting rights with respect to such Collateral, except in the case of a default as defined herein. Any instruments, securities, rights or the like which an owner of the Collateral has the right to receive will be delivered to Pledgee and Pledgee may, without notice or demand, take such action as is necessary to assure Pledgor’s direct receipt thereof.

 

3.                  The following events shall severally be considered events of default: (a) material misrepresentation of any fact or warranty stated or made to Pledgee by Pledgor, (b) failure by Pledgor to perform any term or provision of this or any other agreement with Pledgee, (c) default in the payment of any sum due on any of the Liabilities, (d) Pledgor’s insolvency, adjudication of bankruptcy, making an assignment for the benefit of creditors or suffering appointment of a receiver or seeking relief under any debtor’s relief law, (e) seizure of the Collateral by lawful execution or the sale or encumbrance thereof (except as provided herein), failure to pay any tax thereon when due (except any tax contested in good faith) or default on any debt or security instrument constituting part of the Collateral. Upon any such event of default, all of the Liabilities shall, at the option of Pledgee, become immediately due and payable and Pledgee may without notice or demand (i) offset any obligations of Pledgee to Pledgor against any of the Liabilities and (ii) forthwith realize upon the Collateral or any part thereof and receive the proceeds therefrom, and may also, without demand, advertisement or notice, sell at public or private sale, or at any exchange or broker’s board, at such prices and upon such terms and conditions as Pledgee may deem best, either for cash or on credit, or for future delivery, any part or all of such Collateral. Pledgee shall have the right, at any such sale, public or private, to purchase the whole or any part of such Collateral so sold, provided that any excess of such Collateral or proceeds thereof over the amount of the Liabilities shall be returned to the Pledgor.

 

 

 

 

4.                  In addition, Pledgee shall have all rights of a secured party under the Missouri Uniform Commercial Code and shall first be entitled to apply the proceeds of collection, disposition or other realization on the Collateral to reasonable attorneys’ fees and legal expenses incurred by Pledgee in the collection of any Liabilities, and thereafter as required by law.

 

5.                  If notice of default or of intended disposition is required by law, then such notice, if mailed, shall be deemed reasonably and properly given if mailed by or on behalf of Pledgee to the principal business address of Pledgor at least ten (10) days before the time of such disposition. If in the opinion of Pledgee any Collateral cannot be disposed of in a commercially reasonable manner without registration under applicable securities laws, Pledgor will take or cause to be taken such action as is necessary to effect proper registration, and if Pledgor shall refuse to take such action, Pledgee, at the Pledgee’s sole election, but without any obligation to do so, may take such action as the Pledgee deems warranted to effect or attempt to effect compliance with any applicable law and any cost incurred by Pledgee in connection therewith or in enforcing Pledgor’s agreement will be considered a cost incurred in disposition of the Collateral.

 

6.                  Pledgee’s rights hereunder shall continue unimpaired notwithstanding foreclosure or other disposition of any part of the Collateral, the availability of additional Collateral, any release of or substitution for any of the Collateral, any act or omission impairing Pledgee’s lien on the Collateral or the lien of any underlying security constituting part of the Collateral, including failure to perfect the same, any extension (including extension of time for payment), renewal, substitution, alteration, compromise, settlement, surrender or other such agreement or action transferring, modifying or varying the terms of or otherwise affecting any of the Liabilities or any part of the Collateral, including any act or omission releasing any party primarily or secondarily liable on the Collateral or on any of the Liabilities. No failure by Pledgee to exercise or delay in exercising any of his rights hereunder shall constitute a waiver thereof by Pledgee and no single or partial exercise of any right shall preclude the further exercise thereof or the exercise of any other right from time to time. All rights granted to Pledgee hereunder are cumulative and not in substitution of any other rights at law or equity with respect to the Collateral or the collection of the Liabilities. Pledgor hereby waives notice of any and all actions, forbearances and omissions of any rights contemplated by this paragraph and consents to be bound thereby as effectively as if Pledgor had agreed thereto in advance.

 

 

 

 

7.                  Pledgee may assign or negotiate and deliver any of the Collateral to any transferee of any of the Liabilities and Pledgee shall thereafter be relieved of any responsibility for the Collateral so transferred and all rights of Pledgee hereunder shall inure to his or her transferees.

 

8.                  This Agreement shall be governed by Missouri law and the rights and obligations hereunder shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, assigns, legatees, transferees and legal representatives.

 

IN WITNESS WHEREOF, the Pledgor has caused this Collateral Pledge Agreement to be executed effective as of the 13th day of September, 2025.

 

  COOK FAMILY TRUST DATED DECEMBER 3, 2012
   
  By: /s/ S. Bryan Cook
    S. Bryan Cook, Trustee

 

 

 

 

SCHEDULE A

 

Issuer Registered Owner No. of Shares

Certificate

Number

Central Bancompany, Inc. Cook Family Trust dated December 3, 2012 102,011 __________

 

 

 

 

EXHIBIT 5

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Class A common stock, $0.01 par value, of Central Bancompany, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

 

Date: November 19, 2025

 

Central Bancompany, Inc. Amended & Restated Voting Trust Agreement, dated March 5, 2025  
     
By: /s/ S. Bryan Cook              
  S. Bryan Cook, Trustee  
     
By: /s/ Robert M. Robuck  
  Robert M. Robuck, Trustee  
     
By: /s/ Robert R. Hermann, Jr.  
  Robert R. Hermann, Jr., Trustee  
   
The Cook Family Trust Dated 12/3/2012  
     
By: /s/ S. Bryan Cook  
  S. Bryan Cook, Trustee  
     
Blair’s Family Trust Dated May 15, 2003  
   
By: /s/ Mary Blair Cook Sage  
  Mary Blair Cook Sage, Trustee  
     
By: /s/ Andrew Gregg Curtin Sage  
  Andrew Gregg Curtin Sage, Trustee  
   
The Grumney Family Trust Dated February 5, 2010  
     
By: /s/ Cynthia C. Grumney  
  Cynthia C. Grumney, Trustee  

 

 

 

 

   
/s/ S. Bryan Cook  
S. Bryan Cook  
   
/s/ Robert M. Robuck  
Robert M. Robuck  
   
/s/ Steven W. Cook  
Steven W. Cook  
   
/s/ Morgan W. Cook  
Morgan W. Cook  
   
/s/ Catherine O. Cook  
Catherine O. Cook  
   
/s/ Anne W. Cook  
Anne W. Cook  
   
/s/ Sarah Cook Tryhus  
Sarah Cook Tryhus  
   
/s/ Nelson C. Grumney, Jr.    
Nelson C. Grumney, Jr.  
   
/s/ Mary Blair Cook Sage    
Mary Blair Cook Sage  
   
/s/ Andrew Gregg Curtin Sage    
Andrew Gregg Curtin Sage  
   
/s/ Samuel Winston Brune  
Samuel Winston Brune  
   
/s/ Nelson C. Grumney, Jr.  
Nelson C. Grumney, Jr.  
   
/s/ Andrew C. Grumney  
Andrew C. Grumney  
   
/s/ Cynthia C. Grumney  
Cynthia C. Grumney