8-K

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): May 18, 2023

BAR HARBOR BANKSHARES

(Exact Name of Registrant as Specified in its Charter)

Maine	001-13349	01-0393663
(State or Other Jurisdiction) of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)
PO Box 400		04609-0400
82 Main Street		(Zip Code)
Bar Harbor, Maine
(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (207) 288-3314

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 each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $2.00 per share	BHB	NYSE American

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 7.01Regulation FD Disclosure.

On May 22, 2023, Bar Harbor Bankshares (the “Company”) issued a press release announcing that its board of directors (the “Board”) has authorized a stock repurchase plan (the “Repurchase Plan”) pursuant to which the Company may repurchase up to 756,000 shares of Company common stock, which represents approximately 5% of our outstanding common stock as of April 30, 2023, a copy of which is furnished as Exhibit 99.1 hereto and incorporated herein by reference. All information included in the press release is of the date thereof, and the Company does not assume any obligation to update such information in the future.

The information set forth in this Item 7.01 (including the information in Exhibit 99.1 hereto) is being furnished to the Securities and Exchange Commission and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under the Exchange Act. Such information shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 8.01 Other Events.

On May 22, 2023, the Company announced that its Board authorized the Repurchase Plan.  Stock repurchases under the Repurchase Plan will be made from time to time in the open market or privately negotiated transactions, potentially including through a Rule 10b5-1 plan, or otherwise, at the discretion of management of the Company and in accordance with applicable legal requirements. The Repurchase Plan does not obligate the repurchase of any particular dollar amount or number of shares of common stock, and may be suspended or discontinued at any time without notice. The Company currently anticipates the Repurchase Plan will remain in effect for 12 months following the Board’s approval of the Repurchase Plan on May 18, 2023, unless the entire authorized amount of shares is sooner repurchased.

Item 9.01    Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release of Bar Harbor Bankshares dated May 22, 2023
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.

	Bar Harbor Bankshares
May 22, 2023	By:	/s/ Curtis C. Simard
		Curtis C. Simard
		President and CEO

EX-99.1

Exhibit 99.1

Bar Harbor Bankshares Announces Stock Repurchase Plan

BAR HARBOR, MAINE – May 22, 2023 -- Bar Harbor Bankshares (NYSE American: BHB; the “Company”) announced that its Board of Directors authorized the repurchase of up to 756,000 shares of its outstanding common stock, representing approximately 5% of its shares as of April 30, 2023 under a share repurchase plan (the “Plan”).  The Plan is authorized to last no longer than 12 months.

Share repurchases, if any, will be made from time to time in the open market, through block trades, or otherwise, in private negotiated transactions.  The timing and amount of any share repurchases will depend on a variety of factors, including but not limited to, among others, securities law restrictions (including limitations provided in Rules 10b-18 and 10b5-1 under the Securities Exchange Act of 1934, as amended), the trading price of the Company's common stock, other regulatory requirements, potential alternative uses for capital, and the Company's financial performance. The Plan does not require the Company to acquire any particular dollar amount or number of shares of common stock, and it may be modified or suspended at any time at the Company's discretion.

A

BACKGROUND

Bar Harbor Bankshares (NYSE American: BHB) is the parent company of its wholly-owned subsidiary, Bar Harbor Bank & Trust. Founded in 1887, Bar Harbor Bank & Trust is a true community bank serving the financial needs of its clients for over 135 years. Bar Harbor provides full-service community banking with office locations in all three Northern New England states of Maine, New Hampshire and Vermont. For more information, visit www.barharbor.bank.

FORWARD-LOOKING STATEMENTS

Statements in this press release regarding the Company’s intention to repurchase shares of its common stock from time to time under the Plan are forward-looking statements.  There are a number of important factors that could cause actual events to differ materially from those suggested or indicated by such forward-looking statements.  These include, among other, the market price of the Company’s common stock prevailing from time to time, the nature of other investment opportunities available to the Company from time to time, the Company’s cash flows from operations, general economic conditions, and other factors identified in the Company’s most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission.

CONTACT

Josephine Iannelli; EVP, Chief Financial Officer & Treasurer; (207) 288-3314

B

XML

Document and Entity Information	May 18, 2023
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	May 18, 2023
Entity File Number	001-13349
Entity Registrant Name	BAR HARBOR BANKSHARES
Entity Incorporation, State or Country Code	ME
Entity Tax Identification Number	01-0393663
Entity Address, Address Line One	PO Box 400
Entity Address, Adress Line Two	82 Main Street
Entity Address, City or Town	Bar Harbor
Entity Address, Postal Zip Code	04609-0400
Entity Address, Country	ME
City Area Code	207
Local Phone Number	288-3314
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $2.00 per share
Trading Symbol	BHB
Security Exchange Name	NYSEAMER
Entity Emerging Growth Company	false
Entity Central Index Key	0000743367
Amendment Flag	false