Central Bancompany, Inc.

S-11 tm2512009-9_s1.htm S-1

As filed with the Securities and Exchange Commission on October 10, 2025.

Registration No. 333-​

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact Name of Registrant as Specified in Its Charter)​

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238 Madison Street

Jefferson City, MO 65101

(573) 634-1111

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)​

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Jeremy W. Colbert

Executive Vice President, General Counsel and Corporate Secretary

238 Madison Street

Jefferson City, MO 65101

(573) 634-1111

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)​

Copies to:

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Approximate date of commencement of the proposed sale of the securities to the public: As soon as practicable after the Registration Statement is declared effective.

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If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

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The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell, nor does it seek an offer to buy, these securities in any jurisdiction where such offer or sale is not permitted.

Subject to Completion

Preliminary Prospectus dated , 2025

PROSPECTUS​

Shares

Class A Common Stock

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This is the initial public offering of shares of Class A common stock of Central Bancompany, Inc. We are offering shares of our Class A common stock. We currently estimate that the initial public offering price per share of our Class A common stock will be between $ and $ per share. Shares of our Class A common stock are currently quoted on the OTC Markets under the symbol “CBCY.” We have applied to list our Class A common stock on the Nasdaq Global Select Market (the “Nasdaq”) under the symbol “CBC.”

Approximately 70.4% of our currently outstanding Class A common stock is held in the Voting Trust (as defined herein) pursuant to which our Executive Chairman, S. Bryan Cook, and two of our directors, Robert M. Robuck and Robert R. Hermann, Jr., exercise voting control. Immediately following this offering, the Voting Trust is expected to hold % of the voting power of our outstanding Class A common stock. As a result, we will be a “controlled company” within the meaning of the corporate governance standards of the Nasdaq. As a “controlled company,” we qualify for, and intend to rely on, the exemptions from certain corporate governance standards of the . See “Management—Controlled Company Exemptions” and “Security Ownership of Certain Beneficial Owners and Management.”

We are an “emerging growth company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements in this prospectus and may elect to do so in future filings. See “Prospectus Summary—Implications of Being an Emerging Growth Company.”

Shares of our Class A common stock are not saving accounts, deposits or other obligations of a bank and are not insured by the Federal Deposit Insurance Corporation (“FDIC”) or any other government agency.

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Investing in our Class A common stock involves significant risks. See “Risk Factors” beginning on page 38 of this prospectus for a discussion of certain risks you should consider before deciding to invest in our Class A common stock.

Neither the Securities and Exchange Commission, any state securities commission, the FDIC, the Board of Governors of the Federal Reserve System nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

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At our request, the underwriters have reserved up to % of the shares of Class A common stock offered by this prospectus for sale at the initial public offering price through a directed share program to our directors, executive officers, certain employees and other designated persons. See “Underwriting—Directed Share Program.”

We have granted the underwriters an option to purchase up to an additional shares of our Class A common stock at the public offering price, less the underwriting discount, within 30 days from the date of this prospectus.

The underwriters expect to deliver the shares of our Class A common stock against payment on or about , 2025.

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Joint Lead Book-Running Managers

Joint Bookrunners

The date of this prospectus is , 2025.