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 6, 2024
PB Bankshares, Inc.
(Exact Name of Registrant as Specified in Charter)
|
Maryland
|
001-40612
|
86-3947794
|
|
(State or Other Jurisdiction)
|
(Commission File No.)
|
(I.R.S. Employer
|
|
of Incorporation)
|
|
Identification No.)
|
| |
|
|
|
185 East Lincoln Highway, Coatesville, Pennsylvania
|
19320
|
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
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):
☐ 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, par value $0.01
|
|
PBBK
|
|
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. ☐
Item 8.01. Other Events
On May 6, 2024, PB Bankshares, Inc. (the “Company”) announced that it has completed the first stock repurchase program adopted in August 2022. Under the plan, the Company repurchased 277,725 shares, or approximately 10%, of its then outstanding common stock. The shares were
repurchased by the Company at an average price of approximately $13.03 per share. In addition, the Company also announced that it has adopted a second stock repurchase
program for up to approximately 5% of its outstanding common stock, or 130,382 shares of its common stock.
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. The repurchase program has no expiration date.
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.
A copy of the press release announcing the second stock repurchase program is included as exhibit 99.1 to this report and is incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits
|
(a)
|
|
Financial statements of businesses acquired. None.
|
| |
|
|
|
(b)
|
|
Pro forma financial information. None.
|
| |
|
|
|
(c)
|
|
Shell company transactions: None.
|
| |
|
|
|
(d)
|
|
Exhibits.
|
| |
|
|
|
|
| |
|
104
|
|
Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)
|
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.
| |
|
PB BANKSHARES, INC.
|
| |
|
|
| |
|
|
| |
|
|
|
DATE: May 6, 2024
|
By:
|
/s/ Lindsay S. Bixler
|
| |
|
Lindsay S. Bixler
|
| |
|
Executive Vice President and Chief Financial Officer
|
| |
|
|
FOR IMMEDIATE RELEASE
Contact:
Lindsay S. Bixler
Executive Vice President and Chief Financial Officer
(610) 215-2327
PB BANKSHARES, INC. ANNOUNCES COMPLETION
OF FIRST STOCK REPURCHASE PROGRAM AND ADOPTION OF SECOND STOCK REPURCHASE PROGRAM
Coatesville, Pennsylvania, May 6, 2024 —
PB Bankshares, Inc. (the “Company”) (NASDAQ: PBBK), the holding company for Presence Bank (the “Bank”), announced today that it has completed the first stock repurchase program adopted in August 2022. Under the plan, the Company repurchased
277,725 shares, or approximately 10%, of its then outstanding common stock. The shares were repurchased by the Company at an average price of approximately $13.03 per share. In addition, the Company also announced today that it has adopted a second stock repurchase program for up to approximately 5% of its outstanding common stock, or 130,382 shares of its common stock.
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. The repurchase program has no expiration date.
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 this authorization 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.
Forward-Looking Statements
Certain statements contained herein constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act
of 1933 and Section 21E of the Securities Exchange Act of 1934 and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements may be identified by words such as “may,” “will,”
“would,” “intend,” “believe,” “expect,” “plan,” “estimate,” “anticipate,” “continue,” or similar terms or variations on those terms, or the negative of those terms.
These forward-looking statements are based on current beliefs and expectations of the Company’s and the Bank’s management and are
inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the Company’s and the Bank’s control. In addition, these forward-looking statements are subject to assumptions with
respect to future business strategies and decisions that are subject to change. Actual results may differ materially from those set forth in the forward-looking statements as a result of numerous factors. Factors that could cause such differences
to exist include, but are not limited to: risks related to the real estate and economic environment, particularly in the market areas in which the Company and the Bank operate; fiscal and monetary policies of the U.S. Government; inflation; changes
in government regulations affecting financial institutions, including regulatory compliance costs and capital requirements; fluctuations in the adequacy of the allowance for loan losses; decreases in deposit levels necessitating increased borrowing
to fund loans and investments; operational risks including, but not limited to, cybersecurity, fraud and natural disasters; geopolitical instability; the risk that the Company may not be successful in the implementation of its business strategy;
changes in prevailing interest rates; credit risk management; asset-liability management; and other risks described in the Company’s filings with the Securities and Exchange Commission, which are available at the SEC’s website, www.sec.gov.
The Company and the Bank caution prospective investors not to place undue reliance on any such forward looking statements, which
speak only as of the date made. The Company disclaims any obligation to publicly release any revision made to any forward-looking statement to reflect events or circumstances after the date of such statements or to reflect the occurrence of
anticipated or unanticipated events.
About PB Bankshares, Inc. and Presence Bank
PB Bankshares, Inc. is the holding company for Presence Bank. Presence Bank was founded in 1919 and currently
operates four banking offices and two loan production offices in Chester, Lancaster and Dauphin Counties, Pennsylvania.
