First Business Financial Services, Inc 8-K, filed Jan 28, 2021
First Business Financial Services, Inc. (FBIZ)
8-K
2021-01-28
For: 2021-01-28
View Original
Added on
July 04, 2026
About this 8-K
First Business Financial Services, Inc filed this 8-K on January 28, 2021.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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): January 28, 2021
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code: (608 ) 238-8008
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-4(c)) | |||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b- 2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). 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. ¨
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Item 8.01. Other Events.
On January 28, 2021, the Board of Directors of First Business Financial Services, Inc. (the “Company”) has approved a share repurchase program and has authorized management to enter into a Rule 10b5-1 trading plan in connection with the repurchase program at the appropriate time. The program authorizes the repurchase by the Company of up to $5 million of its total outstanding shares of common stock over a period of approximately twelve months, ending January 31, 2022.
The Company suspended its prior share repurchase program in March 2020 due to the uncertainty surrounding the COVID-19 pandemic. Under the previous plan, which was initiated in September 2019 and expired September 30, 2020, the Company had repurchased $3.5 million of the $5 million authorized in the Company’s common stock.
Under the share repurchase program, shares may be repurchased from time to time in the open market or through negotiated transactions at prevailing market rates, or by other means in accordance with federal securities laws. At the appropriate time, it is anticipated that the Company will enter into a Rule 10b5-1 trading plan in connection with the share repurchase program. The trading plan allows the Company to repurchase shares of its common stock at times when it otherwise might be prevented from doing so under insider trading laws by requiring that an agent selected by the Company repurchase shares of common stock on the Company’s behalf.
A copy of the January 28, 2021 press release announcing the share repurchase program is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Not applicable
(d) Exhibit. The following exhibit is being furnished herewith:
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| January 28, 2021 | FIRST BUSINESS FINANCIAL SERVICES, INC. | |||||||||||||||||||
| By: | /s/ Edward G. Sloane, Jr. | |||||||||||||||||||
| Name: | Edward G. Sloane, Jr. | |||||||||||||||||||
| Title: | Chief Financial Officer | |||||||||||||||||||
Press Release
Contact: Edward G. Sloane, Jr.
Chief Financial Officer
First Business Financial Services, Inc.
608-232-5970
esloane@firstbusiness.bank
First Business Announces New $5 million Repurchase Program
MADISON, WI – January 28, 2021 – First Business Financial Services, Inc. (the “Company”) (Nasdaq: FBIZ) today announced that the Board of Directors has approved a share repurchase program and has authorized management to enter into a Rule 10b5-1 trading plan in connection with the repurchase program at the appropriate time. The program authorizes the repurchase by the Company of up to $5 million of its outstanding shares of common stock over a period of approximately twelve months, ending on January 31, 2022.
The Company suspended its prior share repurchase program in March 2020 due to the uncertainty surrounding the COVID-19 pandemic. Under the previous plan, which was initiated in September 2019 and expired September 30, 2020, the Company had repurchased $3.5 million of the $5 million authorized in the Company’s common stock.
“The board and management believe First Business shares are undervalued, given the company’s record of performance and the opportunities we see for our commercial banking, specialty finance, private wealth and consulting businesses,” President and Chief Executive Officer Corey Chambas said. “Through this share repurchase program we have the ability to opportunistically purchase First Business shares in the open market, while continuing to meet the needs of our clients. Our team is laser-focused on building lasting relationships with businesses, business executives, and high net worth individuals, and we intend to remain an important source of strength and stability for growing numbers of clients during this pivotal year of economic recovery across our Wisconsin, Kansas City and other attractive Midwestern markets.”
Under the new share repurchase program, certain officers of the Company are authorized to direct the repurchase of Company shares in such quantities, at such prices and on such other terms as they determine in their discretion to be in the best interests of the Company and its shareholders, up to a maximum aggregate purchase price of $5 million, in accordance with applicable banking and securities regulations. The Company anticipates that it will, at the appropriate time, enter into a Rule 10b5-1 trading plan, which will allow the Company to effectuate repurchases under the program during periods in which the Company and its directors and officers are or may be deemed to be in possession of material nonpublic information, by requiring that an agent selected by the Company repurchase shares on the Company’s behalf under predetermined conditions.
There is no guarantee as to the exact number or value of shares, if any, that will be repurchased by the Company, and the Company may discontinue repurchases at any time that management determines additional repurchases are not warranted. The timing and amount of share repurchases under the stock repurchase program will depend on a number of factors, including the Company’s stock price performance, ongoing capital planning considerations, general market conditions and applicable legal requirements.
About First Business Financial Services, Inc.
First Business Financial Services, Inc. (Nasdaq: FBIZ) is the parent company of First Business Bank. First Business Bank specializes in business banking, including commercial banking and specialty finance, private wealth, and bank consulting services, and through its refined focus delivers unmatched expertise, accessibility, and responsiveness.
Specialty finance solutions are delivered through First Business Bank’s wholly owned subsidiary First Business Specialty Finance, LLC. For additional information, visit firstbusiness.bank.
This press release includes “forward-looking” statements related to First Business Financial Services, Inc. that can generally be identified as describing the Company’s future plans, objectives or goals. Such forward-looking statements are subject to risks and uncertainties that could cause actual results or outcomes to differ materially from those currently anticipated. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. For further information about the factors that could affect the Company’s future results, please see the Company’s 2019 annual report on Form 10-K, quarterly reports on Form 10-Q and other filings with the Securities and Exchange Commission.
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