FSEA 8-K
First Seacoast Bancorp, Inc. (FSEA)
8-K
2025-03-05
For: 2025-03-05
View Original
Added on
April 06, 2026
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): March 5, 2025
(Exact Name of Registrant as Specified in 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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Registrant's telephone number, including area code: (603 ) 742-4680
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 (see General Instruction A.2. below):
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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 (§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. ☐
| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On March 5, 2025, First Seacoast Bank, the wholly owned subsidiary of First Seacoast Bancorp, Inc., and James R. Brannen entered
into an amendment to the First Seacoast Bank Salary Continuation Agreement for James R. Brannen (the “SCA”). Under the amendment, if Mr. Brannen separates from service other than at or following a change in control, he will receive an annual
benefit of $64,817. Unless Mr. Brannen becomes disabled or dies, the benefit payments will begin on the first day of the second month following his separation from service and will be paid monthly for a period of 120 months. If Mr. Brannen becomes
disabled, the benefit will be paid in 120 monthly installments commencing on the first day of the month following the date he reaches age 66. If Mr. Brannen dies before a separation from service, his beneficiary will receive the benefit paid in a
lump sum on the first day of the second month following his death. If he dies following his separation from service but before receiving benefits under the agreement, his beneficiary will receive the benefits he would have otherwise continued to
have received, paid in a lump sum on the first day of the second month following his death. If Mr. Brannen dies while receiving benefits, his beneficiary will continue to receive the benefit payments (at the same time and in the same form) he would
have continued to have received under the agreement. The $64,817 annual benefit equals the accrued benefit determined under the SCA as of January 1, 2025. Accordingly, as a result of the amendment, Mr. Brannen’s benefit outside of a change in
control is now fixed and will no longer increase over time.
If there is a change in control, Mr. Brannen will receive an annual benefit of $132,209. The benefit will be paid to him at the
same time and in the same form the benefit would have otherwise been paid under the agreement upon his separation from service, death or disability, provided, however, that if he separates from service within two years of a change in control, the
benefit will be paid to him in a lump sum on the first day of the second month following his separation from service.
The foregoing description of the amendment does not purport to be complete and is qualified in its entirety by reference to the
amendment included as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference into this Item 5.02.
| Item 9.01. |
Financial Statements and Exhibits.
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(d)
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Exhibits
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| 10.1 |
| 104 |
Cover Page Interactive Data File (Embedded within 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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FIRST SEACOAST BANCORP, INC.
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DATE: March 5, 2025
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By:
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/s/ James R. Brannen
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James R. Brannen
President and Chief Executive Officer
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EXHIBIT 10.1
Third Amendment
to
First Seacoast Bank
Salary Continuation Agreement for James R. Brannen
This Third Amendment (“Amendment”)
is entered into this 5th day of March, 2025, by First Seacoast Bank (the “Bank”) and James R. Brannen (“Executive”).
WHEREAS, the Bank and Executive
entered into a Salary Continuation Plan (the “Plan”), effective as of the 1st day of July 2015; and
WHEREAS, the Bank and the
Executive entered into the First Amendment to the Plan on February 28, 2019, and the Second Amendment to the Plan on August 27, 2020; and
WHEREAS, Section 7.1 of the Plan
provides that the Plan may be amended by a written instrument signed by both the Bank and Executive; and
WHEREAS, Bank and Executive desire
to amend Article II of the Plan to freeze the benefits that would be provided to Executive outside of a Change in Control and to clarify the benefits that would be provided to Executive in the event of a Change in Control.
NOW, THEREFORE, in consideration
of the foregoing, the Plan is hereby amended as follows:
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Section 2.1 of the Plan is amended by deleting the current provision and adding the
following new provision:
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| “2.1 |
Benefit on Separation from Service on or after
Normal Retirement Age.
If Executive has a Separation from Service after reaching his Normal Retirement Age, Executive shall be entitled to an annual benefit of $64,817. The benefit under this Section 2.1 shall commence on Executive’s Benefit Eligibility
Date specified in Section 1.5(a) of the Plan and shall be payable in installments over the Payout Period specified in Section 1.12(a) of the Plan.”
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| 2. |
Section 2.2 of the Plan is amended by deleting the current provision and adding the following new provision:
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| “2.2 |
Separation from Service Before Normal Retirement Age.
If Executive has a Separation from Service prior to the attainment of his Normal Retirement Age (other than due to Cause, death or Disability), Executive shall be
entitled an annual benefit of $64,817 commencing on the Benefit Eligibility Date specified in Section 1.5(b) of the Plan and payable in annual installments over the Payout Period specified in Section 1.12(a) of the Plan.”
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Section 2.3(a) of the Plan is amended by deleting the current provision and adding the following new provision:
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| "2.3 |
Survivor’s Benefit.
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(a)
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If Executive dies prior to Separation from Service, Executive’s
Beneficiary shall be entitled to the Survivor’s Benefit. The Survivor’s Benefit shall equal $648,179. The Survivor’s Benefit shall commence on the Benefit Eligibility Date in Section 1.5(c) and shall be payable over the Payout Period specified in Section 1.12(b) of the Plan.”
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Section 2.4 of the Plan is amended by deleting the current provision and adding the following new provision:
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| "2.4 |
Benefit on Disability. If Executive suffers a Disability prior to his Normal Retirement Age, Executive shall be entitled to receive the
benefit due under Section 2.1 of the Plan, commencing on the Benefit Eligibility Date set forth in Section 1.5(d) of the Plan and paid over the Payout Period specified in Section 1.12(a) of the Plan.”
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Section 2.5(a) of the Plan is amended by deleting the current provision and adding the following new provision:
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| “2.5 |
Benefit Payable in Connection with a Change in Control.
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(a)
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In the event a Change in Control, Executive shall be entitled to an annual benefit of $132,209 (i.e., a annual benefit of $132,209, paid in
monthly installments for period of ten (10) years or one hundred twenty (120) months, unless paid pursuant to Section 2.3(a), in which case the benefit is a lump sum of $1,322,090). Unless otherwise made pursuant to paragraph (b) of this Section 2.5, the benefit shall be paid in accordance with the time and form provided for in Sections 2.1, 2.2, 2.3 or 2.4, as applicable.”
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(b)
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If a Change in Control occurs followed by Executive’s Separation from Service within two (2) years of the Change in Control and prior to
Executive’s Normal Retirement Age, Executive shall be entitled to the Present Value of $1,322,090, payable commencing on the Benefit Eligibility Date specified in Section 1.5(e) and payable in over the Payout Period specified in Section
1.12(b) of the Plan.
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| 6. |
All other provisions of the Plan shall remain in full force and effect.
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[signature page follow]
2
IN WITNESS WHEREOF, the Bank and
Executive have caused this Amendment to be executed effective as of the day and date first above written.
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ATTEST:
/s/ Amy Hanna
March 5, 2025
Date
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FIRST SEACOAST BANK
By: /s/ Sharon A. Zacharias
Title: SVP, HR Director
Date: March 5, 2025
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ATTEST:
/s/ Amy Hanna
March 5, 2025
Date
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EXECUTIVE
/s/ James R. Brannen
Date: March 5, 2025
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