Item 5. Market for Registrant’s Common Equity
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Bank First registered its common stock under Section 12(b) of the Exchange Act on October 23, 2018, in connection with listing on the Nasdaq Capital Market, and trades under the symbol “BFC”. The trading volume of Bank First’s common stock is less than that of banks with larger market capitalizations, even though Bank First has improved accessibility to its common stock first through its listing on Nasdaq. As of February 28, 2025, Bank First had approximately 1,583 shareholders of record, 11,515,130 shares issued and 9,994,639 shares outstanding.
Dividends from the Bank are the Company's primary source of funds to pay dividends to its shareholders. Under the National Bank Act, national banks may in any calendar year, without the approval of the OCC, pay dividends to the extent of net profits for that year, plus retained net profits for the preceding two years (less any required transfers to surplus). The need for the Bank to maintain adequate capital also limits dividends that may be paid to the Company.
For additional information regarding restrictions on the ability of the Bank to pay dividends to the Company see “Business— Supervision and Regulation—Payment of Dividends” of this Form 10-K.
Share Repurchase Program
On February 21, 2024, the Company reactivated its share repurchase program, pursuant to which the Company may repurchase up to $30 million of its common stock, par value $0.01 per share, for a period of one (1) year ending on February 20, 2025. The Company may repurchase shares from time to time in open market transactions or through privately negotiated transactions at the Company’s discretion and in accordance with applicable securities laws. The timing, price, volume and nature of any share repurchases will be based on market conditions and other factors. The program was announced in a Current Report on Form 8-K on February 21, 2024. The table below sets forth information regarding repurchases of our common stock during the fourth quarter of 2024 under that program and other repurchases.
Total Number
Maximum Number
of Shares Repurchased as
of Shares
Part of
that May Yet Be
Total Number of Shares
Average Price Paid per
Publicly Announced
Purchased Under the
(in thousands, except per share data)
Repurchased
Share (1)
Plans or Programs
Plans or Programs (2)
October 2024
—
$
—
—
175,611
November 2024
—
—
—
175,611
December 2024
—
—
—
175,611
Total
—
$
—
—
175,611
(1)
The average price paid per share is calculated on a trade date basis for all open market transactions and excludes commissions and other transactions expenses.
(2)
Based on the closing price per share as of December 31, 2024 ($99.09).
The Inflation Reduction Act of 2022 (“IRA”) created a new nondeductible 1% excise tax on repurchases of corporate stock by certain publicly traded corporations or their specified affiliates after December 31, 2022. The tax is imposed on the fair value of the stock of a covered corporation that is repurchased in a given year, less the fair market value of any stock issued in that year. The Company falls under the definition of a “covered corporation”. The excise tax applies to all of the stock of a covered corporation regardless of whether the corporation has profits or losses. The impact of the IRA on our consolidated financial statements will be dependent on the extent of stock repurchases made in current and future periods. There was no impact to our financial condition or result of operations as a result of this tax during the period presented above.
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Performance Graph
The following graph compares the yearly percentage change in cumulative shareholder return on Bank First common stock with the cumulative total return of the Russell 2000 Index and the Nasdaq Bank Index for the last five fiscal years (assuming a $100 investment on December 31, 2019 and reinvestment of all dividends). The following performance graph and related information are neither “soliciting material” nor “filed” with the SEC, nor shall such information be incorporated by reference into any future filings under the Securities Act or the Exchange Act, except to the extent the Company specifically incorporates it by reference into such filing.
Period Ending
Index
12/31/19
12/31/20
12/31/21
12/31/22
12/31/23
12/31/24
BFC
$
100.00
$
93.78
$
106.21
$
138.13
$
130.76
$
152.04
Russell 2000
100.00
118.36
134.57
105.56
121.49
133.60
Nasdaq Bank
100.00
86.37
116.64
88.96
84.70
112.45
ITEM 6. RESERVED
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