Alpine Bank's Liquidity Play: Unlocking Value in a Dual-Class Structure

GLENWOOD SPRINGS, CO – December 02, 2025 – In a move that blends shareholder service with strategic foresight, Alpine Banks of Colorado (OTCQX: ALPIB) has unveiled a plan to address a long-standing structural challenge for a key segment of its owners. The independent, employee-owned bank announced an offer to exchange up to 800,000 shares of its privately held Class A common stock for its publicly traded Class B common stock on a one-for-one basis. The initiative, set to run from December 12, 2025, to January 16, 2026, is a direct answer to the liquidity constraints faced by Class A shareholders, offering them a clear path to market access.

This isn't merely a financial housekeeping measure; it's a calculated decision that strikes at the heart of the challenges facing independent and community-focused banks. By providing a bridge from an illiquid, high-vote share class to a tradable one, Alpine is reinforcing its commitment to its investor base—many of whom are employees—while subtly enhancing the public profile and trading depth of its stock. The transaction illuminates the delicate balance between maintaining control and providing the market flexibility modern investors demand.

Bridging the Liquidity Gap

At the core of Alpine's announcement is the fundamental difference between its two classes of common stock. The company's Class A shares, while carrying significant voting power at twenty votes per share, have no public trading market. This structure is common for companies seeking to keep control within a select group, such as founders or long-term employees, thereby insulating the firm from outside pressures. For Alpine Bank, this has been instrumental in preserving its independent, employee-owned ethos since its founding in 1973.

However, this control comes at a price for the individual shareholder: a lack of liquidity. Without a public market, selling Class A shares has historically been an informal, cumbersome process, likely managed internally. This illiquidity can trap value and limit an investor's ability to realize gains or reallocate capital. Recognizing this, Alpine is offering a direct solution.

In contrast, the Class B shares, trading under the ticker ALPIB on the OTCQX Best Market, offer full marketability. While these shares have diluted economic and voting rights relative to their Class A counterparts—receiving dividends at 1/150th the rate of Class A stock, a legacy of a past stock split—their value is unlocked by their presence on a public exchange. The exchange offer allows Class A holders to convert their high-vote, illiquid shares into low-vote, liquid ones. For a shareholder prioritizing access to capital over corporate control, this trade-off is compelling. It effectively transforms a static asset into a dynamic one, backed by a public market valuation, which saw ALPIB close at $37.00 per share just last week.

A Strategic Move for Independence

While the immediate benefit flows to Class A shareholders, the strategic implications for Alpine Bank itself are profound. In an era of relentless consolidation within the banking sector, maintaining independence is a difficult feat. The exchange offer serves to strengthen the very model it was designed to protect. By addressing the liquidity concerns of its owners, particularly its employee-owners, the bank fosters loyalty and reduces the pressure to seek a sale or merger as an exit strategy.

“Alpine Bank continues to remain committed to operating as an independent, Colorado-focused bank,” stated President and Vice Chairman Glen Jammaron in the official release. “We believe strategic advancements like this exchange offer will support the interests of our shareholders, our employee owners and the communities we serve.”

This statement frames the offer not as a concession, but as an enhancement of its unique corporate identity. In the wake of the regional banking turmoil of 2023, which put a harsh spotlight on balance sheet strength and depositor confidence, moves that bolster an institution's investor base are viewed favorably. A stable, satisfied shareholder base is a crucial component of long-term stability. By providing an optional liquidity path, Alpine avoids potential discontent among a core ownership group, ensuring its stakeholders remain aligned with its mission of independent, community-centric banking.

The Mechanics of the Exchange

Executing this kind of share swap requires navigating a complex regulatory landscape. Alpine has opted for a particularly efficient route by relying on Section 3(a)(9) of the Securities Act of 1933. This provision grants an exemption from the costly and time-consuming SEC registration process for securities exchanged by an issuer exclusively with its existing security holders.

To qualify, the transaction must meet several strict conditions. The issuer of both the old and new securities must be the same, no additional payment can be required from shareholders beyond their tendered shares, and, crucially, the company cannot pay any commission or remuneration for soliciting the exchange. Alpine's press release explicitly confirms its adherence to this last point, noting it has no arrangement to pay brokers or dealers for soliciting tenders. This not only streamlines the process but also underscores the direct, unintermediated nature of the offer to its shareholders.

By using this exemption, Alpine can execute the recapitalization swiftly and cost-effectively, a significant advantage for a regional institution managing its expenses. It speaks to a management team that is not only focused on the strategic outcome but also on the efficiency of its execution—a trait highly valued by institutional investors and financial analysts.

Market Implications and an Expanded Float

The most tangible market impact of the exchange offer will be on the trading dynamics of Alpine's Class B stock. With 8,205,218 Class B shares outstanding as of mid-2024, the potential conversion of up to 800,000 Class A shares could increase the public float by nearly 10%. A larger float typically leads to greater trading volume and improved liquidity, which can reduce bid-ask spreads and make the stock more attractive to a broader range of investors, including smaller institutional funds that have minimum liquidity thresholds.

This potential influx of shares will be something for the market to absorb, but given that the offer is pro-rated if oversubscribed, the impact will be distributed. Furthermore, not all tendering shareholders will necessarily sell immediately; many may simply value the newfound flexibility. The book value per share stood at a healthy $37.50 as of September 2025, closely aligning with the recent trading price and suggesting the stock is reasonably valued. By providing a mechanism for Class A holders to access this value, Alpine is not just solving an internal problem but is also enhancing the overall quality and appeal of its publicly traded security.