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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)
May 31, 2024
 
   
Home Federal Bancorp, Inc. of Louisiana
(Exact name of registrant as specified in its charter)
 
Louisiana
001-35019
02-0815311
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
     
624 Market Street, Shreveport, Louisiana
 
71101
 
(Address of principal executive offices)
 
(Zip Code)
     
Registrant’s telephone number, including area code
(318) 222-1145
   
Not Applicable
(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 (see General Instruction A.2 below):
 
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 (par value $.01 per share)
HFBL
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 Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ☐
 
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 5.04        Temporary Suspension of Trading Under Registrant's Employee Benefit Plans
 
Home Federal Bank, a wholly-owned subsidiary of Home Federal Bancorp, Inc. of Louisiana (the “Corporation”), has determined to deregister the previous registration and offering of common stock of the Corporation under the Securities Act of 1933, as amended, through the Home Federal Bank Employees’ Savings & Profit Sharing and Trust (the “401(k) Plan”) as of June 30, 2024.  In connection with deregistration of the common stock of the Corporation offered through the 401(k) Plan, there will be a blackout period during which participants in the 401(k) Plan will be temporarily unable to direct or diversify investments in the Corporation’s common stock fund in their individual accounts in the 401(k) Plan commencing on July 1, 2024 and ending on or about October 1, 2024.
 
In accordance with the requirements of Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR, on May 31, 2024, the Corporation notified its directors and executive officers of a corresponding blackout with respect to shares of the common stock of the Corporation held by them. A copy of the Notice of Blackout Period sent to the directors and executive officers is filed herewith as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
 
Item 9.01        Financial Statements and Exhibits
 
(a)        Not applicable.
 
(b)        Not applicable.
 
(c)        Not applicable.
 
(d)       The following exhibit is included with this Report:
 
 
 
Exhibit Number
 
Description
 
99.1
 
       
 
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
 
 
2

 
 
 
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 thereunto duly authorized.
 
 
HOME FEDERAL BANCORP, INC. OF LOUISIANA
     
     
     
Date: May 31, 2024
By:
/s/ James R. Barlow
    James R. Barlow
    Chairman of the Board, President and Chief Executive Officer
 
 
 
 
 
 
3
EX-99.1 2 ex_681755.htm EXHIBIT 99.1 ex_681755.htm

Exhibit 99.1

 

 

 

MEMORANDUM

 

 To:

Executive Officers and Directors of Home Federal Bancorp, Inc. of Louisiana

 

 From:

James R. Barlow, Chairman of the Board, President and Chief Executive Officer

 

 Date:

May 31, 2024

 

 Re:

Blackout Notice for Home Federal Bank Employees’ Savings & Profit Sharing and Trust

 

 

 

On May 31, 2024, a notice was sent to all participants in the Home Federal Bank Employees’ Savings & Profit Sharing and Trust (the “Plan”) notifying them of the blackout period beginning on July 1, 2024, and ending on or about October 1, 2024, as a result of the deregistration of the offering of common stock of Home Federal Bancorp, Inc. of Louisiana (the “Corporation”) through the 401(k) Plan. During this blackout period, you are prohibited from trading (i.e., directly or indirectly, purchasing, selling or otherwise acquiring or transferring) any shares of common stock of Home Federal Bancorp, Inc. of Louisiana (NASDAQ symbol: “HFBL”), including the exercise of stock options.

 

The Sarbanes-Oxley Act of 2002 (the “Act”) requires that the plan administrator provide advance written notice to participants and beneficiaries of any blackout period. A “blackout period” is defined in the Act as any period of more than three consecutive business days during which participants or beneficiaries are unable to direct or diversify their plan account balances, obtain plan loans or obtain distributions. The notice to participants must be provided at least 30 days, but not more than 60 days, in advance of the last date on which participants and beneficiaries can exercise the affected rights immediately before the commencement of any blackout period. Participants were notified in a timely manner by the notice on May 31, 2024.

 

Pursuant to Rule 104 of Regulation BTR, in any case in which an executive officer or director is subject to Rule 306 of the Act, the issuer must notify each executive officer and director and the Securities and Exchange Commission of the blackout period. This notice to executive officers and directors must be sent at least 15 calendar days before the expected beginning date of the blackout period. That requirement is being satisfied with this notice.

 

If you should have any questions regarding this notice, please feel free to contact me.

 

James R. Barlow, Chairman of the Board, President and Chief Executive Officer

Home Federal Bancorp, Inc. of Louisiana

624 Market Street, Shreveport, Louisiana 71101

Phone: (318) 222-1145