Sound Financial Bancorp, Inc. 10-Q

Item 2 Unregistered Sales of Equity Securities and use of Proceeds (a) Not applicable (b) Not applicable (c) On October 27, 2020, the Company announced that its Board of Directors authorized a stock repurchase program. Under this repurchase program, the Company may repurchase its outstanding shares in the open market in an amount up to $2.0 million, based on prevailing market prices, or in privately negotiated transactions, over a period beginning on October 28, 2020, continuing until the earlier of the completion of the repurchase or the next six months, depending upon market conditions. The Company’s Board of Directors also authorized management to enter into a trading plan with a registered broker-dealer in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, to facilitate repurchases of its common stock pursuant to the above-mentioned stock repurchase program. The following table sets forth information with respect to our repurchases of our outstanding common shares during the three months ended March 31, 2021: Total Number of Shares Purchased (1 ) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximated Dollar Value of Shares That May Yet be Purchased Under the Plans or Programs (2) January 1, 2021 - January 31, 2021 — $ — — $ 1,927,000 February 1, 2020 - February 28, 2021 2,303 $ 33.40 — 1,927,000 March 1, 2021 - March 31, 2021 — $ — — 1,927,000 Total 2,303 — $ 1,927,000 ________________________ (1) Includes the surrender of shares of Company common stock that the participants already own as payment of the exercise price for stock options. Shares surrendered by participants in the equity incentive plans are repurchased pursuant to the terms of the plan and applicable award agreement and not pursuant to publicly announced share repurchase programs. (2) The Company may repurchase shares of its common stock from time-to-time in open market transactions. The timing, volume and price of purchases are made at our discretion, and are contingent upon our overall financial condition, as well as general market conditions. On April 28, 2021, the Board of Directors adopted a new stock repurchase program to be effective on April 29, 2021, immediately following the expiration of the Company’s current stock repurchase program. Under this new repurchase program, the Company may repurchase its outstanding shares in the open market in an amount up to $2.0 million, based on prevailing market prices, or in privately negotiated transactions, over a period beginning on April 29, 2021, continuing until the earlier of the completion of the repurchase or the next six months, depending upon market conditions. Item 3 Defaults Upon Senior Securities Nothing to report. 42 Table of Contents Item 4 Mine Safety Disclosures Not Applicable.