Item 5. Other Information
ITEM 5 OTHER INFORMATION
During the quarter ended June 30, 2024, none of our directors or officers informed us of the adoption or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408.
Change in Control Agreement Amendments
On August 5, 2024, the Company and the Bank entered into an amendment to the change in control agreements (“CIC Amendments”) that they previously entered into with John M. Michel, Chief Financial Officer of the Company, and William D. Endresen, Executive Vice President, Commercial Real Estate and Commercial Capital President of the Bank, which are included as an exhibit to their employment agreements. The amendments provide that in the event of a qualifying termination, which incurs in connection with a change in control, each executive will receive, in addition to his previously provided for severance benefits, a cash payment in an amount equal to 18 months of the cost of health coverage in which the executive and his eligible dependents were enrolled at the time of the change in control, subject to the executive executing a release of claims agreement in favor of the Company and the Bank.
The foregoing is a summary of the material terms of the CIC Amendments, does not purport to be complete and is qualified in its entirety by reference to the full text of the CIC Amendments, which are attached as Exhibits 10.24 and 10.25 to this Quarterly Report on Form 10-Q and incorporated herein by reference.
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ITEM 6 EXHIBITS
EXHIBIT INDEX
Exhibit
Number Description
10.24
Second Amendment to Executive Employment Agreement, between HomeStreet, Inc., HomeStreet Bank, and William D. Endresen, dated August 5 , 2024
10.25
First Amendment to Amended and Restated Executive Employment Agreement, between HomeStreet, Inc., HomeStreet Bank, and John M. Michel, dated August 5 , 2024
31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.
31.2 Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.
32 (1)
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith.
101 INS Inline XBRL Instance Document
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Label Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Definitions Linkbase Document
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
(1) This exhibit shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that Section. Such exhibit shall not be deemed incorporated into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, in the City of Seattle, State of Washington, on August 6, 2024.
HomeStreet, Inc.
By: /s/ Mark K. Mason
Mark K. Mason
President and Chief Executive Officer
(Principal Executive Officer)
HomeStreet, Inc.
By: /s/ John M. Michel
John M. Michel
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
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.