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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) January 27, 2023 | | |
| SOUND FINANCIAL BANCORP, INC. |
| (Exact name of registrant as specified in its charter) |
| | | | | | | | | | | | | | |
| Maryland | | 001-35633 | | 45-5188530 |
| (State or other jurisdiction of incorporation) | | (Commission File No.) | | (IRS Employer Identification No.) |
| | | | | | | | |
2400 3rd Avenue, Suite 150, Seattle, Washington | | 98121 |
| (Address of principal executive offices) | | (Zip Code) |
| | |
Registrant's telephone number, including area code: (206) 448-0884 |
| |
| (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: | | | | | |
| ☐ | 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 each class | Trading Symbol(s) | Name of each exchange on which registered |
| | |
| Common Stock, $0.01 par value | SFBC | The NASDAQ Stock Market LLC |
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 January 27, 2023, the Board of Directors (the “Board”) of Sound Financial Bancorp, Inc. (the “Company”) extended the Company’s current stock repurchase program, scheduled to expire on January 31, 2023, to July 31, 2023. Since the program’s inception, the Company has repurchased 49,700 shares of common stock at an aggregate cost of $1.9 million, leaving approximately $2.1 million available for future stock repurchases.
Under the plan, the Company may purchase common stock from time to time in the open market, based on prevailing market prices, or in privately negotiated transactions, or pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The timing, number and price of shares repurchased under the stock repurchase program will depend on a number of factors, including the terms of any Rule 10b5-1 plan, general business and market conditions, and alternative investment opportunities. The repurchase program does not obligate the Company to acquire any specific number of shares in any period, and may be expanded, extended, modified or discontinued at any time. Information regarding share repurchases will be available in the Company’s periodic reports on Form 10-Q and Form 10-K filed with the Securities and Exchange Commission as required by the applicable rules of the Exchange Act.
This report contains forward-looking information, as that term is defined under the Exchange Act, including information regarding purchases by the Company of its common stock pursuant to any Rule 10b5-1 trading plans or otherwise. By their nature, forward-looking information and statements are subject to risks, uncertainties, and contingencies, including changes in price and volume and the volatility of the Company’s common stock; adverse developments affecting either or both of prices and trading of exchange-traded securities, including securities listed on the Nasdaq Stock Market; and unexpected or otherwise unplanned or alternative requirements with respect to the capital investments of the Company. The Company does not undertake to update any forward-looking statements or information, including those contained in this report.
A copy of the press release announcing the extension of the stock repurchase program is filed as Exhibit 99.1 to this report and incorporated herein by reference.
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| | | | | |
| Exhibit No. | Description |
| Press Release announcing extension of Stock Repurchase Program |
| 104 | Cover page interactive data file (embedded within the Inline XBRL document) |
(Signature page follows)
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 thereunto duly authorized.
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| | SOUND FINANCIAL BANCORP, INC. |
| | | |
| Date: January 27, 2023 | By: | /s/ Laura Lee Stewart |
| | | Laura Lee Stewart |
| | | President and CEO |