8-K
Dime Community Bancshares, Inc. /NY/ (DCOM)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 26, 2022
DIME COMMUNITY BANCSHARES, INC.
(Exact name of the registrant as specified in its charter)
| New York | 001-34096 | 11-2934195 |
|---|---|---|
| (State or other jurisdiction of<br><br>incorporation or organization) | (Commission File Number) | (IRS Employer<br><br>Identification No.) |
| 898 Veterans Memorial Highway, Suite 560 | |
|---|---|
| Hauppauge , New York | 11788 |
| (Address of principal executive offices) | (Zip Code) |
( 631 ) 537-1000
(Registrant’s telephone number)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):
| | |
|---|---|
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c) |
Securities registered pursuant to Section 12(b) of the Act:
| | | <br><br> | | |
|---|---|---|---|---|
| Title of each class | **** | Trading<br><br>Symbol(s) | **** | Name of each exchange on which registered |
| Common Stock, $0.01 Par Value | | DCOM | | The Nasdaq Stock Market, LLC |
| Preferred Stock, Series A, $0.01 Par Value | | DCOMP | | The Nasdaq Stock Market, LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
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 13(a) of the Exchange Act. ¨
Item 8.01 Other Events
On May 26, 2022, the Board of Directors of Dime Community Bancshares, Inc. (the “Registrant”) authorized a stock repurchase program pursuant to which the Registrant may repurchase up to 1,948,314 shares, or 5.0% of the Registrant’s outstanding common stock as of May 25, 2022, upon completion of its existing previously authorized stock repurchase program (74,571 shares remain eligible for repurchase under the existing stock repurchase plan). The repurchase program permits shares to be repurchased through open market purchases, privately negotiated stock repurchases and pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities and Exchange Commission.
Repurchases will be made at management’s discretion at prices management considers to be attractive and in the best interests of both the Registrant and its stockholders. The stock repurchase program does not obligate the Registrant to purchase any particular number of shares, and there is no guarantee as to the exact number of shares to be repurchased by the Registrant.
A copy of the press release, dated May 26, 2022, announcing the stock repurchase program is attached as Exhibit 99.1 to this report and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
| (d) | Exhibits | |
|---|---|---|
| | | |
| --- | --- | --- |
| 99.1 | | Press Release of the Registrant, dated May 26, 2022, announcing the Registrant’s stock repurchase program. |
| 104 | | Cover Page Interactive Data File (formatted as inline XBRL) |
| | | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| | | Dime Community Bancshares, Inc.<br><br>(Registrant) |
|---|---|---|
| | | |
| | | |
| | | |
| DATE: May 26, 2022 | /s/ PATRICIA M. SCHAUBECK | |
| | | Patricia M. Schaubeck |
| | | Executive Vice President & General Counsel<br><br> |
Preferred Dividends Press Release (2/1/21) (00377157.DOCX;2)
EXHIBIT 99.1
Dime Community Bancshares, Inc. Authorizes New Stock Repurchase Program
Hauppauge, NY, May 26, 2022 (GLOBE NEWSWIRE) -- Dime Community Bancshares, Inc. (the “Company” or “Dime”) (NASDAQ: DCOM), the parent company of Dime Community Bank (the “Bank”), announced today that its Board of Directors approved a new stock repurchase program, which authorizes the purchase of up to 1,948,314 shares, or 5% of its outstanding common stock as of May 25, 2022, upon completion of its existing previously authorized stock repurchase program (74,571 shares remain eligible for repurchase under the existing stock repurchase plan).
Any shares repurchased will be held as treasury stock and will be available for general corporate purposes.
Such repurchases will be made from time to time in the open market, in privately negotiated stock purchases or pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities and Exchange Commission and applicable federal securities laws. Such repurchases will be made at management’s discretion at prices management considers to be attractive and in the best interests of both the Company and its stockholders, subject to the availability of stock, general market conditions, the trading price of the stock, alternative uses of capital, the Company’s liquidity and capital requirements, and the Company’s financial performance.
The stock repurchase program may be suspended, terminated or modified at any time for any reason. These factors may also affect the timing and amount of share repurchases. The stock repurchase program does not obligate the Company to purchase any particular number of shares, and there is no guarantee as to the exact number of shares to be repurchased by the Company.
ABOUT DIME COMMUNITY BANCSHARES, INC.
Dime Community Bancshares, Inc. is the holding company for Dime Community Bank, a New York State-chartered trust company with over $12.0 billion in assets and the number one deposit market share among community banks on Greater Long Island ^(1)^.
Dime Community Bancshares, Inc. Investor Relations Contact: Avinash Reddy Senior Executive Vice President – Chief Financial Officer Phone: 718-782-6200; Ext. 5909 Email: avinash.reddy@dime.com
¹ Aggregate deposit market share for Kings, Queens, Nassau & Suffolk counties for community banks with less than $20 billion in assets.