13 unchanged sentences
Other Information
+Added: (b) During the three months ended December 31, 2023, no director or "officer" of the Corporation adopted or terminated a "Rule 10b5-1 Trading Arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
17 unchanged sentences
Information with respect to security ownership of certain beneficial owners and management included in the definitive Proxy Statement for the Annual Meeting of the Shareholders to be held on April 26, 2024 under the caption “Principal Shareholders” is incorporated herein by reference.
+Added: The following table provides information as of December 31, 2023 regarding shares outstanding and available for issuance under our existing compensation plans.
+Added: Plan Category
+Added: (a) Number of securities to be issued upon exercise of outstanding options, warrants and rights (1)
+Added: (b) Weighted-average exercise price of outstanding options, warrants and rights (2)
+Added: (c) Weighted-average contractual term outstanding options, warrants and rights (years)
+Added: (d) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (3)
+Added: Equity compensation plans approved by shareholders
+Added: 152,517 35.05 2.94 558,970
+Added: Equity compensation plans not approved by shareholders
+Added: (1) Includes the following type of awards:
+Added: options - 0 shares;
+Added: RSUs - 56,987 shares;
+Added: PRSUs prior to 2023 assuming maximum performance - 78,750;
+Added: PRSUs in 2023 assuming target performance - 16,780 shares.
+Added: All shares subject to RSUs issued under the 2019 Equity Incentive Plan.
+Added: (2) The weighted average exercise price does not take into account awards of RSUs or PRSUs which do not have an exercise price.
+Added: (3) Includes the number of shares remaining available for future issuance under the following plans:
+Added: Employee Stock Purchase Plan - 230,638 shares:
+Added: and Equity Incentive Plan - 328,332 shares (assuming maximum performance is achieved under PRSU awards).
Certain Relationships and Related Transactions, and Director Independence
11 unchanged sentences
(incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on October 31, 2018)
−Removed: 3.3 Articles of Amendment dated March 2, 2022 to the Company’s Amended and Restated Articles of Incorporation (incorporated by re fere nce to Exhibit 3.1 to the Current Report on Form 8-K filed on Mar ch 4, 202 2)
+Added: 3.3 Articles of Amendment dated March 2, 2022 to the Company’s Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on March 4, 2022)
Pursuant to Item 601(b)(4)(iii) of Regulation S-K, the Registrant agrees to furnish to the Securities and Exchange Commission, upon request, any instrument defining the rights of holders of long-term debt not being registered that is not filed as an exhibit to this Annual Report on Form 10-K.
22 unchanged sentences
10.17* Form of Restricted Stock Unit Award Agreement - Board of Directors (incorporated by reference to the Quarterly Report on Form 10-Q filed on October 28, 2022)
−Removed: 10.18* Amendment to First Business Financial Services 2019 Equity Incentive Plan, effective as of January 27, 2023 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on February 2, 2023)
−Removed: 10.19* Second Amended and Restated Agreement by and between First Business Bank, First Business Financial Services, and Corey Chambas, dated as of February 3, 2023 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on February 7, 2023)
−Removed: 10.20* Form of Amendment to Restricted Stock Award Agreement, dated as of February 3, 2023 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed February 7, 2023)
−Removed: 10.21* Form of Amendment to Performance-Based Restricted Stock Unit Agreement, dated as of February 3, 2023 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed February 7, 2023)
+Added: 10.18 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: 10.19 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)
21 Subsidiaries of the Registrant
3 unchanged sentences
32 Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.
+Added: 97 Executive Officer Compensation Recovery Policy (filed herewith)
101 The following financial information from First Business Financial Services, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2023, formatted in XBRL (eXtensible Business Reporting Language):
11 unchanged sentences
Chambas (principal executive officer)
−Removed: /s/ Edward G.
−Removed: Chief Financial Officer February 22, 2023
−Removed: (principal financial officer)
−Removed: Spielmann Chief Accounting Officer February 22, 2023
−Removed: Spielmann (principal accounting officer)
+Added: Spielmann Chief Financial Officer February 28, 2024
+Added: Spielmann (principal financial officer)
+Added: Crampton Chief Accounting Officer
+Added: February 28, 2024
+Added: (principal accounting officer)
/s/ Gerald L.
11 unchanged sentences
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.