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) July 25, 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 |
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| (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 |
Indicated 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 July 25, 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 July 31, 2023, to January 31, 2024. Since the program’s inception, the Company has repurchased 82,534 shares of common stock at an aggregate cost of $3.1 million, leaving approximately $0.9 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.
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.
Forward-Looking Statements
This report includes certain statements that may constitute "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995, 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 statements involve certain risks and uncertainties that may cause actual results to differ materially from expectations as of the date of this report. These risks include significant changes in the price and availability of the Company’s stock, general economic conditions, as well as those within our industry, and numerous other factors identified in the Company’s latest Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and other reports filed with or furnished to the Securities and Exchange Commission – which are available at www.soundcb.com in the “Investor Relations” section and on the SEC's website at www.sec.gov. The Company does not undertake - and specifically declines any obligation - to publicly release the result of any revisions which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
Item 9.01 Financial Statements and Exhibits
Exhibit No. Description
99.1 Press Release dated July 25, 2023 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. |
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| Date: July 25, 2023 | By: | /s/ Laura Lee Stewart |
| | | Laura Lee Stewart |
| | | President and CEO |
