8-K
Fifth District Bancorp, Inc. (FDSB)
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): August 25, 2025
Fifth District Bancorp, Inc.
(Exact Name of Registrant as Specified in its Charter)
| | | | | |
|---|---|---|---|---|
| Maryland | 001-42198 | 99-1897673 | ||
| (State or Other Jurisdiction of Incorporation) | | (Commission File No.) | | (I.R.S. Employer Identification No.) |
| | | |
|---|---|---|
| 4000 General DeGaulle Drive, New Orleans, Louisiana | 70114 | |
| (Address of Principal Executive Offices) | | (Zip Code) |
(504) 362-7544
(Registrant’s telephone number, including area code)
Not Applicable
(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:
| ☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Common stock, par value 0.01 per share | FDSB | The Nasdaq Stock Market, LLC |
|---|---|---|
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 August 25, 2025, Fifth District Bancorp, Inc. (the “Company”) authorized a program to repurchase of up to 555,947 shares of its outstanding common stock, which equals approximately 10% of shares currently outstanding. For additional information, refer to the press release dated August 25, 2025, which is filed as an exhibit hereto and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d)Exhibits
| 99.1 | Press Release dated August 25, 2025 |
|---|---|
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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.
| | FIFTH DISTRICT BANCORP, INC. | ||
|---|---|---|---|
| | | | |
| Date: | August 25, 2025 | By: | /s/ Amie L. Lyons |
| | | Amie L. Lyons | |
| | | Interim President and Chief Executive Officer |
Exhibit 99.1
PRESS RELEASE
Contact:
Amie L. Lyons
Interim President and Chief Executive Officer
(504) 362-7544
Fifth District Bancorp, Inc. Authorizes Stock Repurchase Program
New Orleans, LA; August 25, 2025 – Fifth District Bancorp, Inc. (the “Company”) (Nasdaq: FDSB), the holding company for Fifth District Savings Bank, announced today it has authorized a stock repurchase program for up to 555,947 shares of its common stock, representing 10% of shares currently outstanding.
The Company intends to conduct the repurchases on the open market, including by means of a trading plan adopted under SEC Rule 10b5-1, subject to market conditions and other factors. There is no guarantee as to the number of shares that the Company may ultimately repurchase. The Company may suspend or discontinue the program at any time.
About Fifth District Savings Bank
Originally chartered in 1926, Fifth District Savings Bank is a federally-chartered stock savings bank that conducts its business from its main office and six branch offices located in Orleans, St. Tammany and Jefferson Parishes.
Forward-Looking Statements
This press release contains certain forward-looking statements about the stock repurchase program. Forward-looking statements include statements regarding anticipated future events and can be identified by the fact that they do not relate strictly to historical or current facts. They often include words such as “believe,” “expect,” “anticipate,” “estimate,” and “intend” or future or conditional verbs such as “will,” “would,” “should,” “could,” or “may.” Forward-looking statements, by their nature, are subject to risks and uncertainties. Certain factors that could cause actual results to differ materially from expected results include the Company’s inability to execute the repurchase program due to stock market conditions or otherwise.
# # #