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Item 5. Market for Registrant’s Common Equity

2025-03-17 compared with 2024-03-14 · 56 added, 44 removed, 58 unchanged (63% of the section changed)

5 unchanged sentences

Year Ended December 31, 2024

Dividend Declared

First quarter

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Year Ended December 31, 2023

Dividend Declared

First quarter

2 unchanged sentences

Fourth quarter

As of February 29, 2024, there were approximately 1,280 stockholders of record of the Company’s common stock.

As of February 28, 2025, there were approximately 1,274 shareholders of record of the Company’s common stock.

The Company and, before the Company was formed, the Bank, has paid cash dividends for the past 89

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Additionally, if we decided to defer interest on our 2003 subordinated debentures, we would be prohibited

from paying cash dividends on the Company’s common stock.

The Company is dependent on cash dividends paid by the Bank to fund its cash dividend payments to its stockholders.

There are regulatory limitations on cash dividends that may be paid by

by the terms of the debentures from paying cash dividends on the Company’s common stock.

The Company is dependent on cash dividends paid by the Bank to fund its cash dividend payments to its shareholders.

There are regulatory limitations on cash

dividends that may be paid by the Bank.

Business – Supervision and Regulation.”

On November 8, 2022, the Board of Directors authorized an extension to its share repurchase program through December 31, 2024 for an additional $20.0 million of the Company’s common stock (“Repurchase Plan”), which

On November 14, 2023, the Board of Directors authorized an extension to the Company’s share repurchase program through December 31, 2024 for an additional $25.0 million of the Company’s common stock, which

represented approximately 4% of outstanding shareholders’ equity at the time of approval.

Repurchases by the Company under the Repurchase Plan may be made from time to time through open market purchases, trading plans established in accordance

with SEC rules, privately negotiated transactions, or by other means.

On November 14, 2023, the Board of Directors authorized a further extension to its share repurchase program through December 31, 2024 for an additional $25.0 million of the

Company’s common stock, which represented approximately 4% of outstanding shareholders’ equity as of December 31, 2023.

During 2023, the Company repurchased 20,366 shares under the Repurchase Plan, for a total of $20.2 million under the combined $20.0 million share repurchase program authorized in November 2022 and the additional

$25.0 million share repurchase program authorized in November 2023.

All of these shares were purchased at prices ranging from $942.00 to $1,083.00 per share, based upon the then current price on the OTCQX.

The Company did not issue any shares of

common stock during 2023.

As of December 31, 2023, there remains $24.5 million authorized for repurchases under the Repurchase Plan.

The actual means and timing of any repurchases, the quantity of purchased shares and prices will be subject to certain limitations, including, without limitation, market prices of the Company’s common shares, general market and economic

conditions, the Company’s financial performance, capital position, and applicable legal and regulatory requirements, and at the discretion of the Chief Executive Officer and Chief Financial Officer.

On September 10, 2024, the share repurchase program authorized in November 2023 was cancelled.

On September 10, 2024, the Company authorized a new share

repurchase program for $55.0 million of the Company’s common stock, which represented approximately 9% of outstanding shareholders’ equity at the time of approval.

Repurchases by the Company under the repurchase plan may be made from time to time

through open market purchases, trading plans established in accordance with SEC rules, privately negotiated transactions, or by other means.

During 2024, the Company spent $45.3 million, inclusive of the excise tax, on the repurchase of 48,173 shares, or approximately 6.44% of the total shares outstanding as of December 31, 2023.

The Company repurchased

9,936 shares, or $10.1 million, under the $25.0 million share repurchase program authorized in November 2023, which was cancelled on September 10, 2024.

The Company repurchased 38,237 shares, or $35.1 million, under the new share purchase program

authorized on September 10, 2024.

All of these shares were purchased at prices ranging from $917.00 to $1,090.00 per share, for an average of $937.43 per share, based upon the then current price on the OTCQX or reflecting a negotiated block

The Company did not issue any shares of common stock during 2024.

general market and economic conditions, the Company’s financial performance, capital position, and applicable legal and regulatory requirements, and the discretion of the Chief Executive Officer and Chief Financial Officer.

Repurchases under the repurchase plan may be initiated, discontinued, suspended, or restarted at any time in the Company’s discretion.

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No shares may be repurchased pursuant to the authority granted in the repurchase plan after December 31, 2026.

Repurchased shares are to be used to fund the Company’s non-qualified retirement plans or may be returned to the status of

authorized but unissued common shares of the Company.

The following table reports information regarding repurchases of our common stock during the year ended December 31, 2023:

Repurchased shares may be used to fund the Company’s non-qualified retirement plans, may be returned to the status of authorized

but unissued common shares of the Company or may be retired.

The following table reports information regarding repurchases of our common stock during the fourth quarter of 2024:

Average price

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value) of shares that

may yet purchased

may yet be purchased

under the plans or

programs ( In

thousands ) (1)

October 1, 2024 to October 31, 2024

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Total 4th Quarter 2024

(1) As of November 8, 2022, the Board approved an extension of the repurchase program through December 31, 2024,

for an additional $20 million of the Company's common stock.

As of November 14, 2023, the Board approved a further extension to the repurchase program through December 31, 2024 for an additional $25 million of the Company's common stock.

(2) The aggregate purchase price and weighted average price per share does not include the effect of excise tax

expense incurred on net stock repurchases.

For the year ended December 31, 2023, the excise tax expense accrual totaled $202,000.

(1) The aggregate purchase price and weighted average price per share does not include the effect of excise tax expense incurred on

net stock repurchases.

For the year ended December 31, 2024, the excise tax expense totaled $452,000.

Shareholder Rights Plan

On August 5, 2008, the Board of Directors approved a Share Purchase Rights Plan (the “Rights Plan”), pursuant to which the Company entered into a Rights Agreement dated August 5, 2008, with Computershare as Rights

Agent, and the Company declared a dividend of a right to acquire one preferred share purchase right (a “Right”) for each outstanding share of the Company’s common stock, $0.01 par value per share, to stockholders of record at the close of

business on August 15, 2008.

Generally, the Rights are only triggered and become exercisable if a person or group (the “Acquiring Person”) acquires beneficial ownership of 10 percent or more of the Company’s common stock or announces a tender

offer for 10 percent or more of the Company’s common stock.

with Computershare as Rights Agent, and the Company declared a dividend of a right to acquire one preferred share purchase right (a “Right”) for each outstanding share of the Company’s common stock, $0.01 par value per share, to shareholders of

record at the close of business on August 15, 2008.

Generally, the Rights are only triggered and become exercisable if a person or group (the “Acquiring Person”), without the consent of the Company’s Board of Directors, acquires beneficial

ownership of 10 percent or more of the Company’s common stock or announces a tender offer for 10 percent or more of the Company’s common stock.

The Rights Plan is similar to plans adopted by many other publicly traded companies.

The effect of the Rights Plan is to discourage any potential acquirer from triggering the Rights without first convincing the

Company’s Board of Directors that the proposed acquisition is fair to, and in the best interest of, all of the stockholders of the Company.

Company’s Board of Directors that the proposed acquisition is fair to, and in the best interest of, all of the shareholders of the Company.

The provisions of the Plan, if triggered by the Acquiring Person, will substantially dilute the equity and

voting interest of any potential acquirer unless the Board of Directors approves of the proposed acquisition (under Article XV of the Company’s Certificate of Incorporation, the Board of Directors has the authority to consider any and all factors

in determining whether an acquisition is in the best interests of the Company and its stockholders).

in determining whether an acquisition is in the best interests of the Company and its shareholders).

Each Right, if and when exercisable, will entitle the registered holder to purchase from the Company one one-hundredth of a share of Series A

Junior Participating Preferred Stock, no par value, at a purchase price of $1,600 for each one one-hundredth of a share, subject to adjustment.

Junior Participating Preferred Stock, no par value (“Preferred Share”), at the purchase price set forth in the Rights Plan for each one one-hundredth of a share, subject to adjustment.

Each holder of a Right (except for the Acquiring Person, whose Rights will be null and void upon such event) shall thereafter have the right to receive, upon exercise, that number of Common shares of the Company

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On November 19, 2015, the Board of Directors approved a seven-year extension of the term of the Rights Plan.

Pursuant to an Amendment to the Rights Agreement

dated February 18, 2016, the term of the Rights Plan was extended from August 5, 2018 to August 5, 2025.

The extension of the term of the Rights Plan was intended as a means to continue to guard against abusive takeover tactics and was not in

response to any particular proposal.

The Board also increased the purchase price under the Rights Plan to $1,600 per one one-hundredth of a preferred share from $1,200, to reflect the increase in the market price of the Company’s common stock

over the past several years.

Pursuant to an Amendment to the 2008 Rights

Agreement dated February 18, 2016, the term of the Rights Plan was extended from August 5, 2018 to August 5, 2025.

The extension of the term of the Rights Plan was intended as a means to continue to guard against abusive takeover tactics and was

not in response to any particular proposal.

The Board also increased the purchase price under the Rights Plan from $1,200 to $1,600 per one one-hundredth of a Preferred Share, to reflect the increase in the market price of the Company’s common

stock over the past several years.

On April 5, 2024, the Company entered into an Amended and Restated Rights Agreement (the “Amended Rights Agreement”), which amended and restated the 2008 Rights Agreement.

The Amended Rights Agreement extends the

expiration date of the Company’s Rights Plan from the close of business on August 5, 2025, to the close of business on August 5, 2034.

At the time of the termination of the Amended Rights Agreement, all of the Rights distributed to holders of

the Company’s Preferred Shares pursuant to the Amended Rights Agreement will expire.

The Amended Rights Agreement also increases the purchase price per unit under the Rights Agreement from $1,600 per one one-hundredth of a Preferred Share, to

$3,900 per one one-hundredth of a Preferred Share.

The other changes reflected in the Amended Rights Agreement generally clarify the legal relationship between the Rights Agent and the Company and were made to conform the agreement to provisions

that have become customary in such agreements since the Rights Plan was originally adopted in 2008.

For information regarding securities authorized for issuance under equity compensation plans, see Part III, Item 12 “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters”

of this Annual Report on Form 10-K.

Performance Graph

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following graph is not necessarily indicative of future price performance.

The Company’s stock price data is based on activity posted on the OTCQX and on private transactions between individual stockholders that are reported to the Company.

The Company’s stock price data is based on activity posted on the OTCQX and on private transactions between individual shareholders that are reported to the Company.

This data was furnished by Zacks SEC Compliance Services Group.

This graph shall not be deemed filed or incorporated by reference into any filing under the Securities Act.

This graph shall not be deemed filed or incorporated by reference into any filing under the Securities Act or the Exchange Act.

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.

What changed 10-K

Item 5. Market for Registrant’s Common Equity