UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 19, 2023
C&F FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Virginia |
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000-23423 |
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54-1680165 |
(State or other jurisdiction of |
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(Commission |
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(IRS Employer |
3600 La Grange Parkway, Toano, Virginia |
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23168 |
(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code (804) 843-2360
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Stock, $1.00 par value per share |
CFFI |
The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange of 1934 (§240.12b-2 of this chapter).
Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Item 7.01Regulation FD Disclosure
On December 20, 2023, C&F Financial Corporation (the Corporation) issued a news release announcing the Board of Directors authorized a share repurchase program, as further described in Item 8.01 of this Current Report on Form 8-K. A copy of the Corporation’s news release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.
Item 8.01Other Events
On December 19, 2023, the Board of Directors of the Corporation authorized a program, effective January 1, 2024, to repurchase up to $10.0 million of the Corporation’s common stock through December 31, 2024. Repurchases under the program may be made through privately negotiated transactions or open market transactions, including pursuant to a trading plan in accordance with Rule 10b5-1 and/or Rule 10b-18 under the Securities Exchange Act of 1934, as amended, and shares repurchased will be returned to the status of authorized and unissued shares of common stock. The timing, number and purchase price of shares repurchased under the program, if any, will be determined by management in its discretion and will depend on a number of factors, including the market price of the shares, general market and economic conditions, applicable legal requirements and other conditions, and there is no assurance that the Corporation will purchase any shares under the program. The Corporation’s previous share repurchase program will expire on December 31, 2023.
Item 9.01Financial Statements and Exhibits
(d)Exhibits
99.1 | C&F Financial Corporation news release dated December 20, 2023 |
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in
Exhibit 101)
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SIGNATURES
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 hereunto duly authorized.
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C&F FINANCIAL CORPORATION |
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(Registrant) |
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Date: |
December 20, 2023 |
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By: |
/s/ Jason E. Long |
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Jason E. Long |
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Chief Financial Officer and Secretary |
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EXHIBIT 99.1
C&F FINANCIAL CORPORATION
Wednesday, December 20, 2023
Contact: Jason Long
Chief Financial Officer and Secretary
(804) 843-2360
C&F Financial Corporation
Reauthorizes Share Repurchase Program
Toano, VA -- The board of directors of C&F Financial Corporation (NASDAQ:CFFI) (the Corporation) has authorized a program, effective January 1, 2024, to repurchase up to $10 million of the Corporation’s common stock through December 31, 2024. Repurchases under the program may be made through privately negotiated transactions or open market transactions, including pursuant to a trading plan in accordance with Rule 10b5-1 and/or Rule 10b-18 under the Securities Exchange Act of 1934, as amended, and shares repurchased will be returned to the status of authorized and unissued shares of common stock. The timing, number and purchase price of shares repurchased under the program, if any, will be determined by management in its discretion and will depend on a number of factors, including the market price of the shares, general market and economic conditions, applicable legal requirements and other conditions, and there is no assurance that the Corporation will purchase any shares under the program. The Corporation’s previous share repurchase program was last authorized by the board of directors in November 2022 for the repurchase of up to $10 million of the Corporation’s common stock and will expire on December 31, 2023. Under that program, beginning in December 2022, the Corporation has repurchased 135,327 shares of its common stock for an aggregate cost of $7.5 million.
About C&F
C&F Bank operates 31 banking offices and four commercial loan offices located throughout eastern and central Virginia and offers full wealth management services through its subsidiary C&F Wealth Management, Inc. C&F Mortgage Corporation and its subsidiary C&F Select LLC provide mortgage loan origination services through offices located in Virginia, Maryland, North Carolina, South Carolina and West Virginia. C&F Finance Company provides automobile, marine and recreational vehicle loans through indirect lending programs offered in Alabama, Colorado, Florida, Georgia, Illinois, Indiana, Iowa, Kansas, Kentucky, Maryland, Minnesota, Missouri, New Jersey, North Carolina, Ohio, Pennsylvania, South Carolina, Tennessee, Texas, Virginia and West Virginia from its headquarters in Henrico, Virginia.
Additional information regarding the Corporation’s products and services, as well as access to its filings with the Securities and Exchange Commission, are available on the Corporation’s web site at http://www.cffc.com.
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