UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
On March 17, 2022, FVCBankcorp, Inc. (the “Company”) issued a press release announcing that its Board of Directors has renewed its share repurchase program (the “Repurchase Program”) that was initiated in 2020 and extended in 2021. Under the renewed Repurchase Program, the Company may purchase up to 1,080,860 shares of the Company’s issued and outstanding shares of common stock, par value $0.01 per share, or approximately 8% of its outstanding common stock at December 31, 2021. The Repurchase Program will expire on March 31, 2023, subject to earlier termination of the program by the Board of Directors. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated by reference into this Item 8.01.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 99.1 | Press Release dated March 17, 2022 announcing renewal of share repurchase program | |
| 104 | The cover page from the Company’s Form 8-K with a date on report of March 17, 2022, formatted in Inline Extensible Business Reporting Language (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.
| FVCBANKCORP, INC. | ||
| By: | /s/ Jennifer L. Deacon | |
| Jennifer L. Deacon, Executive Vice President and Chief Financial Officer | ||
Dated: March 17, 2022
Exhibit 99.1
PRESS RELEASE
For further information, contact:
David W. Pijor, Chairman and Chief Executive Officer
Phone: (703) 436-3802
Email: [email protected]
Patricia A. Ferrick, President
Phone: (703) 436-3822
Email: [email protected]
FOR IMMEDIATE RELEASE – March 17, 2022
FVCBANKCORP ANNOUNCES RENEWAL
OF SHARE REPURCHASE PROGRAM
Fairfax, VA – FVCBankcorp, Inc. (Nasdaq – FVCB) (the “Company”) announced today that its Board of Directors has renewed its share repurchase program that was initiated in 2020 and extended in 2021. Under the repurchase program, the Company may repurchase up to 1,080,860 shares of its common stock, or approximately 8% of its outstanding shares of common stock at December 31, 2021. The repurchase program will expire on March 31, 2023, subject to earlier termination of the program by the Board of Directors. As of December 31, 2021, the Company had approximately 13.7 million shares outstanding.
Repurchases may be made in open market purchases, block trades or in privately negotiated transactions. Repurchases, if any, under the program will be made at the discretion of management, and will depend upon market pricing and conditions, business, legal, accounting and other considerations. Open market purchases will be conducted in accordance with the limitations of Rule 10b-18 of the Securities and Exchange Commission (the “SEC”). Repurchases may be made pursuant to any trading plan that may be adopted in accordance with SEC Rule 10b5-1. Under applicable law, repurchased shares will be cancelled and revert to the status of authorized but unissued shares.
The repurchase program may be modified, suspended or terminated at any time without notice, in the Company’s discretion, based upon a number of factors, including market conditions, the cost of repurchasing shares, the availability of alternative investment opportunities, liquidity, the need for capital in the Company’s operations and other factors deemed appropriate. These factors may also affect the timing and amount of share repurchases. The repurchase program does not obligate the Company to repurchase any shares.
About FVCBankcorp Inc.
FVCBankcorp, Inc. is the holding company for FVCbank, a wholly-owned subsidiary that commenced operations in November 2007. FVCbank is a $2.20 billion Virginia-chartered community bank serving the banking needs of commercial businesses, nonprofit organizations, professional service entities, their owners and employees located in the greater Baltimore and Washington D.C., metropolitan areas. Locally owned and managed, FVCbank is based in Fairfax, Virginia, and has 9 full-service offices in Arlington, Fairfax, Manassas, Reston and Springfield, Virginia, Washington D.C., and Baltimore, Bethesda, and Rockville, Maryland.
For more information about the Company, please visit the Investor Relations page of FVCBankcorp, Inc.’s website, www.fvcbank.com.
Forward-looking Statements: This press release contains forward-looking statements within the meaning of the Securities Exchange Act of 1934, as amended. In some cases, forward-looking statements can be identified by use of words such as “may,” “will,” “anticipates,” “believes,” “expects,” “plans,” “estimates,” “potential,” “continue,” “should,” and similar words or phrases. These statements are based upon current and anticipated economic conditions, nationally and in the Company’s market, interest rates and interest rate policy, competitive factors, and other conditions which by their nature, are not susceptible to accurate forecast and are subject to significant uncertainty. Because of these uncertainties and the assumptions on which this discussion and the forward-looking statements are based, actual future operations and results in the future may differ materially from those indicated herein. For details on factors that could affect these expectations, see the risk factors and other cautionary language included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 and in other periodic and current reports filed with the SEC. Readers are cautioned against placing undue reliance on any such forward-looking statements. The Company’s past results are not necessarily indicative of future performance.