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Issuer Purchases of Securities
−Removed: On March 4, 2022, the Corporation’s Board approved a new share repurchase program.
−Removed: 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.
−Removed: 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.
+Added: As previously announced, effective January 27, 2023, the Corporation’s Board of Directors authorized the repurchase by the Corporation of shares of its common stock with a maximum aggregate purchase price of $5.0 million, effective January 31, 2023 through January 31, 2024.
+Added: As of March 31, 2023, the Company had repurchased a total of 41,526 shares for approximately $1.3 million at an average cost of $31.75 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.
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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.
−Removed: The following table sets forth information about the Corporation's purchases of its common stock during the three months ended September 30, 2022.
+Added: The following table sets forth information about the Corporation's purchases of its common stock during the three months ended March 31, 2023.
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)
−Removed: July 1, 2022 - July 31, 2022 14,365 $ 31.33 14,365 —
−Removed: August 1, 2022 - August 31, 2022 15,505 34.55 11,758 —
−Removed: September 1, 2022 - September 30, 2022 16,332 33.44 16,332 —
+Added: January 1, 2023 - January 31, 2023 — $ — — —
+Added: February 1, 2023 - February 28, 2023 15,868 36.35 15,868 —
+Added: March 1, 2023 - March 31, 2023 40,526 31.67 40,526 —
Total 56,394 32.98 56,394 121,272
−Removed: (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.
−Removed: (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.
−Removed: 10.1 Form of Performance-Based Restricted Stock Unit Award Agreement - Executive Officer (filed herewith)
−Removed: 10.2 Form of Restricted Stock Unit Award Agreement - Executive Officer (filed herewith)
−Removed: 10.3 Form of Restricted Stock Unit Award Agreement - Board of Directors (filed herewith)
+Added: (1) During the first quarter of 2023, the Corporation repurchased an aggregate 56,394 shares of the Corporation’s common stock in open-market transactions, of which 41,526 shares were purchased pursuant to the repurchase program publicly announced on January 27, 2023, and of which 14,868 shares were surrendered to us to satisfy income tax withholding obligations in connection with the vesting of restricted awards.
+Added: (2) Number of shares available to be purchased under the January 27, 2023 share repurchase program was calculated by dividing the closing stock price on March 31, 2023 of $30.51 by the $3.7 million remaining capacity.
+Added: 10.1 Change in Control Agreement by and between First Business Financial Services, Inc.
+Added: Spielmann, effective as of April 1, 2023 (incorporated by reference to the Current Report on Form 8-K filed on April 3, 2023)
+Added: 10.2 Consulting Agreement by and between First Business Financial Services, Inc.
+Added: and Edward G.
+Added: Sloane, Jr., effective as of April 1, 2023 (incorporated by reference to the Current Report on Form 8-K filed on April 3, 2023)
31.1 Certification of the Chief Executive Officer
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32 Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.
−Removed: 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):
−Removed: (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
−Removed: 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.
+Added: 101 The following financial information from First Business Financial Services, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, formatted in XBRL (eXtensible Business Reporting Language):
+Added: (i) Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022, (ii) Consolidated Statements of Income for the three months ended March 31, 2023 and 2022, (iii) Consolidated Statements of Comprehensive Income for the three months ended March 31, 2023 and 2022, (iv) Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2023 and 2022, (v) Consolidated Statements of Cash Flows for the three months ended March 31, 2023 and 2022, and (vi) the Notes to Unaudited Consolidated Financial Statements
+Added: 104 The cover page from First Business Financial Services, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 has been formatted in Inline XBRL and contained in Exhibit 101.
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.
−Removed: October 28, 2022 /s/ Corey A.
+Added: April 28, 2023 /s/ Corey A.
Chief Executive Officer
−Removed: October 28, 2022 /s/ Edward G.
+Added: April 28, 2023 /s/ Brian D.
Chief Financial Officer
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.