Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Securities
On March 4, 2022, the Corporation’s Board approved a new share repurchase program. The program authorized the repurchase by the Corporation of up to $5 million of its total outstanding shares of common stock over a period of approximately twelve months, ending March 4, 2023. As of September 30, 2022, the Corporation had repurchased a total of 73,055 shares for approximately $2.4 million at an average cost of $33.04 per share.
Under the share repurchase program, the Corporation is authorized to repurchase shares from time to time in the open market or negotiated transactions at prevailing market rates, or by other means in accordance with federal securities laws. In connection with the share repurchase program, the Corporation implemented a 10b5-1 trading plan. The trading plan allows the Corporation to repurchase shares of its common stock at times when it otherwise might be prevented from doing so under insider trading laws by requiring that an agent selected by the Corporation repurchase shares of common stock on the Corporation’s behalf on pre-determined terms.
The following table sets forth information about the Corporation's purchases of its common stock during the three months ended September 30, 2022.
Period Total Number of Shares Purchased (1)
Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Total Number of Shares that May Yet Be Purchased Under the Plans or Programs (2)
July 1, 2022 - July 31, 2022 14,365 $ 31.33 14,365 —
August 1, 2022 - August 31, 2022 15,505 34.55 11,758 —
September 1, 2022 - September 30, 2022 16,332 33.44 16,332 —
Total 46,202 — 42,455 80,041
(1) During the third quarter of 2022, the Corporation repurchased an aggregate 46,202 shares of the Corporation’s common stock in open-market transactions, of which 42,455 shares were purchased pursuant to the repurchase program publicly announced on March 4, 2022, and of which 3,747 shares were surrendered to us to satisfy income tax withholding obligations in connection with the vesting of restricted awards.
(2) Number of shares available to be purchased under the March 4, 2022 share repurchase program was calculated by taking $2.6 million remaining capacity and dividing by closing stock price on September 30, 2022.
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Item 6. Exhibits
10.1 Form of Performance-Based Restricted Stock Unit Award Agreement - Executive Officer (filed herewith)
10.2 Form of Restricted Stock Unit Award Agreement - Executive Officer (filed herewith)
10.3 Form of Restricted Stock Unit Award Agreement - Board of Directors (filed herewith)
31.1 Certification of the Chief Executive Officer
31.2 Certification of the Chief Financial Officer
32 Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350
101 The following financial information from First Business Financial Services, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021, (ii) Consolidated Statements of Income for the three and nine months ended September 30, 2022 and 2021, (iii) Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2022 and 2021, (iv) Consolidated Statements of Changes in Stockholders’ Equity for the three and nine months ended September 30, 2022 and 2021, (v) Consolidated Statements of Cash Flows for the nine months ended September 30, 2022 and 2021, and (vi) the Notes to Unaudited Consolidated Financial Statements
104 The cover page from First Business Financial Services, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 has been formatted in Inline XBRL and contained in Exhibit 101.
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.
FIRST BUSINESS FINANCIAL SERVICES, INC.
October 28, 2022 /s/ Corey A. Chambas
Corey A. Chambas
Chief Executive Officer
October 28, 2022 /s/ Edward G. Sloane, Jr.
Edward G. Sloane, Jr.
Chief Financial Officer
(principal financial officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.