Isabella Bank Corporation to Acquire Grand River Commerce, Inc.

• Expands presence in southwest Michigan, including the high-growth Grand Rapids area

• Combines two strong community banks, with continued focus on serving customers, communities and shareholders

• Aligns with the strategic objectives and brings strong infrastructure, culture and expanded business lines of Wealth Management, to accelerate organic growth

Isabella Bank Corporation (“Isabella”) (NASDAQ:ISBA) and its subsidiary Isabella Bank, and Grand River Commerce, Inc. (“Grand River”) (OTCQX:GNRV) and its subsidiary Grand River Bank, today jointly announced that they have entered into an Agreement and Plan of Merger (“Agreement”) whereby Isabella will acquire Grand River in a cash and stock transaction (the “Merger”) valued at approximately $54.6 million. As a result of the proposed transaction, Grand River will be merged with and into a wholly-owned merger subsidiary of Isabella, immediately followed by the merger of Grand River with and into Isabella, with Isabella continuing as the surviving entity.

“We are excited to join forces with Grand River and enter Kent County and the vibrant Grand Rapids market,” said Jerome E. Schwind, President and CEO of Isabella Bank Corporation. “This partnership aligns with our disciplined, long-term strategic plan and importantly aligns and builds on shared common values and similar cultures. We look forward to bringing our Isabella Wealth Services to this new market and delivering even greater value to our existing and new customers, employees and shareholders.”

Headquartered in Grandville, Michigan, with an additional office in northeast Grand Rapids, Michigan, Grand River had approximately $511.7 million in assets, $437.9 million in loans and $438.9 million in deposits as of March 31, 2026. The combined pro forma company is expected to have total assets of $2.8 billion. The combined company will have 33 locations in nine Michigan counties: Bay, Clare, Gratiot, Isabella, Kent, Mecosta, Midland, Montcalm and Saginaw offering personal and commercial lending and deposit products, as well as investment, trust and estate planning services.

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“When we formed Grand River Bank, our goal was to create a strong, relationship-driven institution, defined not only by its growth and asset quality, but by the values and trust we’ve earned in the communities we serve,” said Robert P. Bilotti, Chairman, President and CEO of Grand River. “This partnership with Isabella Bank reflects those same principles and delivers a meaningful value to our shareholders, while positioning our customers, employees, and communities to benefit from enhanced capabilities and continued relationship-based banking. We are excited to carry our legacy forward with an organization that shares our culture and long-term vision.”

Under the terms of the Agreement, which has been unanimously approved by the Boards of Directors of both companies, each share of Grand River common stock issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) will have the right to elect to receive, subject to adjustment in accordance with the Agreement (i) the amount of cash equal to the quotient of $18,262,391 divided by the Cash Conversion Number, as defined in the Agreement (the “Per Share Cash Consideration”); or (ii) a number (the “Exchange Ratio”) of shares of Isabella common stock equal to the quotient of (A) 839,003 shares of Isabella common stock divided by (B) the difference of (1) the aggregate number of shares of Grand River Common Stock issued and outstanding immediately prior to the Effective Time (excluding dissenting shares) minus (2) the Cash Conversion Number, as defined in the Agreement (the “Per Share Stock Consideration”). Elections will be subject to proration procedures whereby 65% of the shares of Grand River common stock will be exchanged for the Per Share Stock Consideration and 35% of the shares of Grand River common stock will be exchanged for the Cash Per Share Consideration. Based on the assumption of 9,122,073 number of shares of Grand River common stock issued and outstanding as of the Effective Time, the Per Share Cash Consideration to be paid is estimated to be approximately $5.72 and the Exchange Ratio is estimated to be 0.1415.

The companies expect to complete the proposed transaction in the fourth quarter of 2026, subject to the satisfaction of customary closing conditions, including the receipt of all required regulatory approvals and approval by Grand River’s shareholders.

Piper Sandler & Co. is acting as financial advisor to Isabella and rendered a fairness opinion to its board of directors, and Luse Gorman, PC is acting as its legal advisor in the proposed transaction. Brean Capital, LLC is acting as financial advisor to Grand River and rendered a fairness opinion to its board of directors, and Hunton Andrews Kurth LLP is acting as its legal advisor in the proposed transaction. Further information about the proposed transaction can be found in the Current Report on Form 8-K filed by Isabella with the U.S. Securities and Exchange Commission (the “SEC”), which can be accessed at www.SEC.gov. An investor presentation that provides additional details regarding this transaction is available online at ir.isabellabank.com.

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