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): June 15, 2020
Spirit of Texas Bancshares, Inc.
(Exact name of registrant as specified in its charter)
| | | | |
Texas | | 001-38484 | | 90-0499552 |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
|
1836 Spirit of Texas Way Conroe, Texas 77301 |
(Address of principal executive offices) (Zip Code) |
(936) 521-1836
(Registrant’s telephone number, including area code)
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, no par value | | STXB | | 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 (§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. ☐
On June 15, 2020, the Board of Directors of Spirit of Texas Bancshares, Inc. (the “Company”) approved an amendment to the Company’s stock repurchase program (the “Amended Program”) authorizing the Company to repurchase an additional $10.0 million of its outstanding shares and extending the conclusion of the Amended Program until June 18, 2021.
Repurchases under the Amended Program may be made in the open market, through block trades or otherwise, and in privately negotiated transactions. Any open market repurchases will be conducted in accordance with the limitations set forth in Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other applicable legal requirements. Repurchases may also be made pursuant to a trading plan under Rule 10b5-1 under the Exchange Act, which would permit shares to be repurchased when the Company might otherwise be precluded from doing so because of self-imposed trading blackout periods or other regulatory restrictions. The Amended Program does not obligate the Company to repurchase any shares of its common stock and there is no assurance that the Company will do so. The Amended Program may be extended, modified, suspended or discontinued at any time. A copy of the Company’s press release announcing the Amended Program is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
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.
| | | | | | |
Date: June 15, 2020 | | | | SPIRIT OF TEXAS BANCSHARES, INC. |
| | | | | | | |
| | | | By: | | /s/ Allison Johnson |
| | | | Name: | | Allison Johnson |
| | | | Title: | | Interim Chief Financial Officer and Chief Accounting Officer |
