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): August 28, 2023
PB Bankshares, Inc.
(Exact Name of Registrant as Specified in Charter)
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Maryland
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001-40612
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86-3947794
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(State or Other Jurisdiction)
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(Commission File No.)
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(I.R.S. Employer
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of Incorporation)
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Identification No.)
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185 East Lincoln Highway, Coatesville, Pennsylvania
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19320
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant's telephone number, including area code: (610) 384-8282
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.01
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PBBK
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The Nasdaq Stock Market LLC
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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 8.01. Other Events
On August 3, 2022, the Board of Directors of PB Bankshares, Inc. (the “Company”) adopted a stock repurchase program.
Under the repurchase program, the Company was authorized to repurchase up to 277,725 shares of its common stock, or approximately 10.0% of the then outstanding shares. The
repurchase program was to expire on August 1, 2023, unless extended by the Board of Directors. To date, the Company has repurchased 133,162 shares of its common stock at an average price of $13.35 per share.
Effective August 28, 2023, the Board of
Directors of the Company extended the stock repurchase program to allow the Company to repurchase the remaining 144,563 shares, or 5.3%, of the current outstanding shares of Company common stock. The repurchase program now has no end date.
Shares may be repurchased in open market or private transactions, through block trades, or pursuant to any trading plan that may be
adopted in accordance with Rule 10b5-1 of the Securities and Exchange Commission.
Repurchases will be made at management’s discretion at prices management considers to be attractive and in the best interests of both
the Company and its stockholders, subject to the availability of stock, general market conditions, the trading price of the stock, alternative uses for capital, and the Company’s financial performance. Open market purchases will be subject to the
limitations set forth in Rule 10b-18 of the Securities and Exchange Commission and other applicable legal requirements.
The timing and amount of share repurchases under the repurchase program may be suspended, terminated or modified by
the Company 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. These factors may also affect the timing
and amount of share repurchases. The Company is not obligated to repurchase any particular number of shares or any shares in any specific time period.
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.
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PB BANKSHARES, INC.
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DATE: August 31, 2023
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By:
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/s/ Lindsay S. Bixler
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Lindsay S. Bixler
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Executive Vice President and Chief Financial Officer
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