8-K

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 27, 2023

First Business Financial Services, Inc.

(Exact name of registrant as specified in its charter)

401 Charmany Drive

Madison, Wisconsin 53719

(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):

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:

Item 7.01. Regulation FD Disclosure.

First Business Financial Services, Inc. (the “Company”) issued a press release today announcing that the Company’s Board of Directors declared a quarterly cash dividend on its common stock of $0.2275 per share on January 27, 2023. The quarterly dividend represents a 15% increase over the quarterly cash dividend on common stock declared in October 2022. The dividend is payable on February 16, 2023, to shareholders of record on February 6, 2023. The Board of Directors also declared a dividend on its 7% Series A Preferred Stock, of $17.50 per share, payable on March 15, 2023, to shareholders of record on February 28, 2023. A copy of the press release is furnished as Exhibit 99.1 and is incorporated by reference herein.

Item 8.01. Other Events.

Effective January 27, 2023, the Board of Directors of the Company authorized the repurchase by the Company of shares of Common Stock with a maximum aggregate purchase price of $5.0 million, in such quantities, at such prices and on such other terms and conditions as the Company’s Chief Executive Officer or Chief Financial Officer determine in their discretion to be in the best interests of the Company and its shareholders, any time from the effective date through January 31, 2024 (the “Repurchase Program”). The Board of Directors further authorized certain officers of the Company, in their discretion, to enter into a Rule 10b5-1 trading plan to allow the Company to effectuate repurchases under the Repurchase Program at such times as the Company and its directors and officers are or may be deemed to be in possession of material, non-public information, provided that such officers may enter into a Rule 10b5-1 trading plan only at such time as the Company and its directors and officers are not actually in possession of material, non-public information.

Item 9.01. Financial Statements and Exhibits.

(a) Not applicable

(b) Not applicable

(c) Not applicable

(d) Exhibits. 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.

Document

Press Release

Contact:

Edward G. Sloane, Jr.

Chief Financial Officer

First Business Financial Services, Inc.

608-232-5970

esloane@firstbusiness.bank

First Business Bank Announces 15% Increase in Quarterly Common Stock Dividend and $5 Million Buyback Program

MADISON, WI – January 27, 2023 – First Business Financial Services, Inc. (the “Company” or “First Business Bank”) (Nasdaq: FBIZ) announced its board of directors has declared a quarterly cash dividend on its common stock of $0.2275 per share which is equivalent to a dividend yield of 2.72% based on Thursday’s market close price of $33.42. The quarterly dividend represents a 15% increase over the quarterly dividend declared in October 2022, and, based on fourth quarter 2022 earnings per share, represents a dividend payout ratio of 19%. This regular cash dividend is payable on February 16, 2023, to shareholders of record at the close of business on February 6, 2023.

“First Business Bank's 15% common dividend increase reflects the Company’s high-quality earnings growth and favorable outlook,” said Chief Executive Officer Corey Chambas. “This substantial increase marks our 11th consecutive annual dividend raise. We are pleased to provide an enhanced return to our shareholders while maintaining a dividend payout ratio that allows for the ongoing and significant investment in talent, technology, and products that power our business growth engine.”

The board of directors also declared a dividend on the Company’s 7% Series A Preferred Stock of $17.50 per share, payable on March 15, 2023, to shareholders of record on February 28, 2023.

Share Repurchase Authorization

Effective January 27, 2023, the Company’s board of directors authorized the repurchase by the Company of shares of its common stock with a maximum aggregate purchase price of $5.0 million, in such quantities, at such prices, and on such other terms and conditions as the Company’s Chief Executive Officer or Chief Financial Officer determine in their discretion to be in the best interests of the Company and its shareholders, any time from the effective date through January 31, 2024.

About 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. First Business Bank is a wholly owned subsidiary of First Business Financial Services, Inc. (Nasdaq: FBIZ). 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 2021 annual report on Form 10-K, quarterly reports on Form 10-Q and other filings with the Securities and Exchange Commission.

End of Release