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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): April 26, 2024

First Business Financial Services, Inc.

(Exact name of registrant as specified in its charter)

Wisconsin

1-34095

39-1576570

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

401 Charmany Drive

Madison, Wisconsin 53719

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (608) 238-8008

N/A

(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, $0.01 par value

FBIZ

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 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 8.01. Regulation FD Disclosure.

On April 26, 2024, the Board of Directors of First Business Financial Services, Inc. (the “Company”) approved a share repurchase program and authorized certain officers to enter into a Rule 10b5-1 trading plan in connection with the repurchase program at the appropriate time. The program authorizes the repurchase by the Company of shares of common stock with a maximum aggregate purchase price of $5 million, in such quantities, at such prices and on such other terms and conditions as the Company’s Chief Executive Officer or Chief Financial Officer determine in their discretion to be in the best interests of the Company and its shareholders, any time with no expiration date.

Under the share repurchase program, shares may be repurchased from time to time in the open market, through negotiated transactions at prevailing market rates, or by other means, in accordance with federal securities laws. At the appropriate time, it is anticipated that the Company will enter into a Rule 10b5-1 trading plan in connection with the share repurchase program to allow the Company to effectuate repurchases under the repurchase program at such times as the Company and its directors and officers are or may be deemed to be in possession of material, non-public information, provided that such officers may enter into a Rule 10b5-1 trading plan only at such time as the Company and its directors and officers are not actually in possession of material, non-public information.

A copy of the April 30, 2024 press release announcing the share repurchase program is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(a) Not applicable

(b) Not applicable

(d) Exhibits. The following exhibit is being furnished herewith:


99.1						Press Release by First Business Financial Services, Inc. dated April 30 , 2024.
104						Cover Page Interactive Data File (embedded within the Inline XBRL Document)

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

April 30, 2024

FIRST BUSINESS FINANCIAL SERVICES, INC.

By:

/s/ Brian D. Spielmann

Name:

Brian D. Spielmann

Title:

Chief Financial Officer

EX-99.1 2 a43024pressreleasesharerep.htm EX-99.1 Document

Press Release

Contact:

Brian D. Spielmann

Chief Financial Officer

First Business Financial Services, Inc.

608-232-5970

bspielmann@firstbusiness.bank

First Business Bank Announces $5.0 Million Share Repurchase Program

MADISON, WI – April 30, 2024 – First Business Financial Services, Inc. (the “Company” or “First Business Bank”) (Nasdaq: FBIZ) a leader in commercial banking and specialty finance, today announced its board of directors has approved a $5.0 million share repurchase program. This program authorizes the repurchase of shares of the Company’s common stock as part of its ongoing capital management strategy. The share repurchase program has no expiration date.

While First Business Bank has experienced robust balance sheet growth and does not currently intend to execute on the share repurchase program, the Company believes it is prudent to have such a program in place. This allows for flexibility in capital management and the ability to enhance shareholder value, by repurchasing Company shares if and when appropriate.

Corey Chambas, President and CEO of First Business Bank, commented on the announcement, “Our strong balance sheet growth is a testament to the hard work and dedication of our team. While we have no immediate plans to utilize the new share repurchase program, we believe it is sound capital management to have this option available.”

Under the new share repurchase program, certain officers of the Company are authorized to direct the repurchase of Company shares in such quantities, at such prices and on such other terms as they determine in their discretion to be in the best interests of the Company and its shareholders, up to a maximum aggregate purchase price of $5 million, in accordance with applicable banking and securities regulations. The Company anticipates that it will, at the appropriate time, enter into a Rule 10b5-1 trading plan, which will allow the Company to effectuate repurchases under the program during periods in which the Company and its directors and officers are or may be deemed to be in possession of material nonpublic information, provided that such officers may enter into a Rule 10b5-1 trading plan only at such time as the Company and its directors and officers are not actually in possession of material, non-public information.

There is no guarantee as to the exact number or value of shares, if any, that will be repurchased by the Company. Any share repurchases will depend on several factors, including, in part, the Company’s stock price performance, ongoing capital planning considerations, general market conditions and applicable legal requirements.

About First Business Bank

First Business Bank specializes in Business Banking, including Commercial Banking and Specialty Finance, Private Wealth, and Bank Consulting Services, and through its refined focus delivers unmatched expertise, accessibility, and responsiveness. Specialty Finance solutions are delivered through First Business Bank’s wholly owned subsidiary First Business Specialty Finance, LLC. First Business Bank is a wholly owned subsidiary of First Business Financial Services, Inc. (Nasdaq: FBIZ). For additional information, visit firstbusiness.bank.

This press release includes “forward-looking” statements related to First Business Financial Services, Inc. that can generally be identified as describing the Company’s future plans, objectives or goals. Such forward-looking statements are subject to risks and uncertainties that could cause actual results or outcomes to differ materially from those currently anticipated. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. For further information about the factors that could affect the Company’s future results, please see the Company’s 2023 annual report on Form 10-K, quarterly reports on Form 10-Q and other filings with the Securities and Exchange Commission.

### End of Release ###