8-K
Waterstone Financial, Inc. (WSBF)
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): December 10, 2021
Waterstone Financial, Inc.
(Exact name of Registrant as specified in its charter)
| Maryland<br><br> <br>(State or Other Jurisdiction<br><br> <br>of Incorporation) | 001-36271<br><br> <br>(Commission File Number) | 90-1026709<br><br> <br>(I.R.S. Employer Identification No.) |
|---|
11200 West Plank Ct, Wauwatosa, Wisconsin 53226
(Address of principal executive offices)
(414) 761-1000
Registrant's telephone number, including area code
Not Applicable
(Former Name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br><br> <br>Symbol | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.01 Par Value | WSBF | The NASDAQ Stock Market LLC |
| 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<br> 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<br><br> <br>(17 CFR 240.14d-2(b)) | |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act<br><br> <br>(17 CFR 240.13e-4(c)) |
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 and 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<br> new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. |
Item 8.01. Other Events.
On December 10, 2021, Waterstone Financial, Inc. issued a press release announcing that the Company's Board of Directors authorized a stock repurchase
program of up to 3,500,000 shares of the Company's outstanding shares of common stock. This stock repurchase program follows the termination of the previous repurchase program during which the Company repurchased a total of 1,453,554 shares of its common stock at a weighted average price of $17.16 per share. A
copy of the press release is filed as Exhibit 99.1 attached to this report and incorporated by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 wsbf-20211210ex991.htmPress release of Waterstone Financial, Inc. issued December 10, 2021.
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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.
| Waterstone Financial, Inc. | |
|---|---|
| Date: December 10, 2021 | /s/ Mark R. Gerke |
| Name: Mark R. Gerke | |
| Title: Chief Financial Officer |
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Exhibit 99.1
WATERSTONE FINANCIAL, INC.
WATERSTONE BANK
11200 W. PLANK CT.
WAUWATOSA, WI 53226
Contact: Mark Gerke
Chief Financial Officer
414.459.4012
FOR IMMEDIATE RELEASE
WATERSTONE FINANCIAL, INC. ANNOUNCES SHARE REPURCHASE PROGRAM
Wauwatosa, WI - Waterstone Financial, Inc. (NASDAQ: WSBF) (the "Company") announced that on December 10, 2021, its Board of Directors authorized a share repurchase program pursuant to which the Company intends to repurchase up to 3,500,000 of its issued and outstanding shares, representing approximately 14.1% of its issued and outstanding shares of common stock. The repurchase program will commence on or about December 13, 2021. This share repurchase program follows the Board of Directors termination of the previous repurchase program during which the Company repurchased a total of 1,453,554 shares of its common stock at a weighted average price of $17.16 per share. The timing of the repurchases will depend on certain factors, including but not limited to market conditions and prices, available funds and alternative uses of capital. The stock repurchase program may be carried out through open-market repurchases, block trades, negotiated private transactions and pursuant to a trading plan that will be adopted in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934. Any repurchased shares will be treated as authorized but unissued by the Company. The repurchase program may be suspended, terminated or modified at any time for any reason, including market conditions, the cost of repurchasing shares, the availability of alternative investment opportunities, liquidity, and other factors deemed appropriate. The repurchase program does not obligate the Company to repurchase any particular number of shares.
About Waterstone Financial, Inc.
Waterstone Financial, Inc. is the savings and loan holding company for WaterStone Bank. WaterStone Bank was established in 1921 and offers a full suite of personal and business banking products. The Bank has branches in Wauwatosa/State St, Brookfield, Fox Point/North Shore, Franklin/Hales Corners, Germantown/Menomonee Falls, Greenfield/Loomis Rd, Milwaukee/Oklahoma Ave, Oak Creek/27th St, Oak Creek/Howell Ave, Oconomowoc/Lake Country, Pewaukee, Waukesha, West Allis/Greenfield Ave, and West Allis/National Ave, Wisconsin. WaterStone Bank is the parent company to Waterstone Mortgage, which has the ability to lend in 48 states. For more information about WaterStone Bank, go to http://www.wsbonline.com.
Forward-Looking Statements
This press release contains statements or information that may constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, without limitation, statements regarding expected financial and operating activities and results that are preceded by, followed by, or that include words such as “may,” “expects,” “anticipates,” “estimates” or “believes.” Any such statements are based upon current expectations that involve a number of risks and uncertainties and are subject to important factors that could cause actual results to differ materially from those anticipated by the forward-looking statements. Factors that might cause such a difference include changes in interest rates; demand for products and services; the degree of competition by traditional and nontraditional competitors; changes in banking regulation or actions by bank regulators; changes in tax laws; the impact of technological advances; governmental and regulatory policy changes; the outcomes of contingencies; trends in customer behavior as well as their ability to repay loans; changes in local real estate values; changes in the national and local economies, including significant disruption to financial market and other economic activity caused by the outbreak of COVID-19; and other factors, including risk factors referenced in Item 1A. Risk Factors in Waterstone’s most recent Annual Report on Form 10-K and as may be described from time to time in Waterstone’s subsequent SEC filings, which factors are incorporated herein by reference. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect only Waterstone’s belief as of the date of this press release.