Fifth District Bancorp, Inc 8-K, filed Jul 31, 2024
Fifth District Bancorp, Inc. (FDSB)
8-K
2024-07-31
For: 2024-07-31
View Original
Added on
April 11, 2026
About this 8-K
Fifth District Bancorp, Inc filed this 8-K on July 31, 2024.
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): July 31, 2024
(Exact Name of Registrant as Specified in its Charter)
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(State or Other Jurisdiction of Incorporation)
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(Commission File No.)
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(I.R.S. Employer Identification No.)
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(Address of Principal Executive Offices)
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(Zip Code)
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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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 July 31, 2024, Fifth District Bancorp, Inc. (the “Company”), the holding company for Fifth District Savings Bank
(the “Bank”), issued a press release to announce the completion of the Company’s initial public offering in connection with the Bank’s conversion from the mutual form of organization to the stock form of organization, effective July 31, 2024. The Company’s common stock is expected to begin trading on the Nasdaq Capital Market on August 1, 2024, under the ticker symbol “FDSB”. For further information,
reference is made to the press release dated July 31, 2024, which is attached hereto as Exhibit 99 and incorporated herein by reference.
Item 9.01
Financial Statements and Exhibits.
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(d)
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Exhibits
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Exhibit No.
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Description
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Press Release dated July 31, 2024
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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.
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FIFTH DISTRICT BANCORP, INC.
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Date: July 31, 2024
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By:
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/s/ Brian W. North
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Brian W. North
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President and Chief Executive Officer
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Exhibit 99.1
*PRESS RELEASE*
Contact:
Brian W. North
President and Chief Executive Officer
(504) 362-7544
Fifth District Bancorp, Inc. Completes Initial Public Offering
New Orleans, LA; July 31, 2024 – Fifth District Bancorp, Inc.
(the “Company”), the holding company for Fifth District Savings Bank (the “Bank”), has completed its initial public offering in connection with the Bank’s conversion from the mutual form of organization to the stock form of organization, effective
today. The Company sold 5,459,473 shares of common stock, which includes 444,758 shares sold to the Bank’s Employee Stock Ownership Plan, for gross offering
proceeds (before deducting offering expenses) of approximately $54.6 million based on the offering price of $10.00 per share. The Company also issued 100,000 shares of common stock to The Fifth District Community Foundation, Inc. The Company has
5,559,473 shares of common stock issued and outstanding.
The Company’s common stock is expected to begin
trading on the Nasdaq Capital Market on August 1, 2024, under the trading symbol “FDSB”.
Subscribers wishing to confirm their stock purchases may do so
by contacting the Stock Information Center at (504) 363-6530. The Stock Information Center is open between 9:00 a.m. and 4:00 p.m., Central time, Monday through
Friday, except on bank holidays.
The Company’s transfer agent, Pacific Stock Transfer Company, plans to mail Direct Registration System (“DRS”) Book-Entry statements for
the shares purchased in the stock offering, and interest checks, on or about August 1, 2024.
Luse Gorman, PC served as legal counsel to the Company and the Bank. Performance Trust Capital Partners, LLC acted as marketing agent for
the Company in connection with the stock offering, and Nelson Mullins Riley & Scarborough LLP served as legal counsel to Performance Trust Capital Partners, LLC.
Legal Disclosures
The shares of common stock are not savings accounts or savings deposits and are not insured by the Federal Deposit
Insurance Corporation or any other governmental agency.
Disclosures Concerning Forward Looking Statements
This press release contains certain forward-looking statements about the conversion and stock offering. 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,” “may” or words of similar import. 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 delays in closing the conversion and stock offering; possible unforeseen delays in delivering DRS Book-Entry statements or interest checks; and/or delays in the start of trading due to market disruptions or
otherwise.