8-K
GREENE COUNTY BANCORP INC (GCBC)
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): February 21, 2023
GREENE COUNTY BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
| United States of America | 0-25165 | 14-1809721 |
|---|---|---|
| (State or Other Jurisdiction of Incorporation) | (Commission File No.) | (I.R.S. Employer Identification No.) |
| 302 Main Street, Catskill NY | 12414 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (518) 943-2600
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):
| ☐ | 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:
| Title of class | Trading symbol | Name of exchange on which registered Common |
|---|---|---|
| Common Stock, $0.10 par value | GCBC | The Nasdaq Stock Market |
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 8.01 | Other Events |
|---|
On February 21, 2023, Greene County Bancorp, Inc. (The “Company”) (NASDAQ-GCBC), the holding company for The Bank of Greene County, today announced that its Board of Directors has approved and declared a two-for-one stock split in the form of a stock dividend on its outstanding shares of common stock. Each stockholder of record as of the close of business on March 8, 2023 will receive one additional share of common stock for each share then held, to be distributed after the close of business on March 23, 2023. Based on the number of shares currently outstanding the Company will have 17,026,828 shares of common stock outstanding on a split-adjusted basis.
A press release announcing the details of the dividend declaration is filed as exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits |
|---|---|
| Exhibit No. | Description |
| --- | --- |
| 99.1 | Press release dated February 21, 2023 |
| Exhibit Number | Description |
| --- | --- |
| 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.
| GREENE COUNTY BANCORP, INC. | ||
|---|---|---|
| DATE: February 21, 2023 | By: | /s/ Donald E. Gibson |
| Donald E. Gibson | ||
| President & Chief Executive Officer |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Date: February 21, 2023
For Further Information Contact:
Donald E. Gibson
President and Chief Executive Officer
(518) 943-2600
donaldg@tbogc.com
GREENE COUNTY BANCORP, INC.
DECLARES TWO-FOR-ONE STOCK SPLIT
Catskill, NY – February 21, 2023. Greene County Bancorp, Inc. (The “Company”) (NASDAQ-GCBC), the holding company for The Bank of Greene County, today announced that its Board of Directors has approved and declared a two-for-one stock split in the form of a stock dividend on its outstanding shares of common stock. Each stockholder of record as of the close of business on March 8, 2023 will receive one additional share of common stock for each share then held, to be distributed after the close of business on March 23, 2023. Based on the number of shares currently outstanding the Company will have 17,026,828 shares of common stock outstanding on a split-adjusted basis.
Donald E. Gibson, President and Chief Executive of the Company, said, “We believe that the two-for-one stock split is an action that could enhance the investment value and liquidity of our common stock, and we believe that it is warranted, in light of the Company’s successful year and increase in stock price.”
* * *
Greene County Bancorp, Inc. is the direct and indirect holding company for The Bank of Greene County, a federally chartered savings bank, and Greene County Commercial Bank, a New York-chartered commercial bank, both headquartered in Catskill, New York. Our primary market area is the Hudson Valley Region and Capital District Region in New York State. For more information on Greene County Bancorp, Inc., visit www.tbogc.com.
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