エドガーで原本を確認する
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): June 17, 2025
BAR HARBOR BANKSHARES
(Exact Name of Registrant as Specified in its Charter)
Maine |
001-13349 |
01-0393663 |
(State or Other Jurisdiction |
(Commission File No.) |
(I.R.S. Employer |
|
|
|
PO Box 400 |
|
04609-0400 |
82 Main Street |
|
(Zip Code) |
Bar Harbor, Maine |
|
|
(Address of Principal Executive Offices) |
|
|
Registrant’s telephone number, including area code: (207) 288-3314
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 |
Name of each exchange on which registered |
Common Stock, par value $2.00 per share |
BHB |
NYSE American |
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 7.01 Regulation FD Disclosure
On June 17, 2025, Bar Harbor Bankshares issued a press release announcing that Guaranty Bancorp, Inc., the parent company of Woodsville Guaranty Savings Bank, held a shareholder meeting on June 12, 2025 at which Guaranty’s shareholders voted to approve the merger of Guaranty with Bar Harbor Bankshares. A copy of the press release is furnished hereto as Exhibit 99.1 and incorporated into this Item 7.01 by reference.
In accordance with General Instruction B.2 of Form 8-K, the information furnished under this Item 7.01 of this Current Report on Form 8-K and the exhibit attached hereto are deemed to be “furnished” and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. |
|
Description |
|
|
|
99.1 |
|
|
104 |
|
Cover Page Interactive Data File (embedded within the inline XBRL document) |
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.
|
Bar Harbor Bankshares |
|
|
|
|
June 17, 2025 |
By: |
/s/ Curtis C. Simard |
|
|
Curtis C. Simard |
|
|
President and CEO |
Exhibit 99.1
|
|
|
Bar Harbor Bankshares Announces Shareholder Approval of Guaranty Bancorp Acquisition
BAR HARBOR, MAINE – June 17, 2025 -- Bar Harbor Bankshares (NYSE American: BHB; the “Company”) announced that Guaranty Bancorp, Inc. (“Guaranty”), the parent company of Woodsville Guaranty Savings Bank, held a shareholder meeting on June 12, 2025 at which Guaranty’s shareholders voted to approve the merger of Guaranty with Bar Harbor Bankshares.
Curtis Simard, President and Chief Executive Officer of Bar Harbor Bank & Trust, said, “Shareholder approval is an important step in moving towards completing the merger of Woodsville Guaranty Savings Bank and Bar Harbor Bank & Trust. We are excited to bring our two companies together and look forward to strengthening our New Hampshire presence.”
“Working with and meeting more folks from Bar Harbor Bank & Trust since we announced the merger has only strengthened my conviction that this is the right opportunity for both our customers and colleagues. Joining Bar Harbor Bank & Trust will allow us to offer a broader array of services, locations, and support to the communities we serve,” said James E. Graham, President & CEO of Woodsville Guaranty Savings Bank.
The merger of Woodsville Guaranty Savings Bank and Bar Harbor Bank & Trust is expected to be completed during summer 2025, subject to receiving regulatory approvals and subject to the satisfaction of closing conditions.
BACKGROUND
Bar Harbor Bankshares (NYSE American: BHB) is the parent company of its wholly owned subsidiary, Bar Harbor Bank & Trust. Operating over 50 locations across Maine, New Hampshire and Vermont, Bar Harbor Bank & Trust is headquartered in Bar Harbor, Maine and has more than $4 billion in assets. As a leading Northern New England community bank, Bar Harbor Bank & Trust offers a full range of personal and business banking services, as well as wealth management services through its subsidiary Bar Harbor Wealth Management. For more information about Bar Harbor Bank & Trust, visit www.barharbor.bank or call 888-853-7100. Member FDIC.
FORWARD LOOKING STATEMENTS
This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These include, but are not limited to, statements regarding the proposed transaction and other statements that are based on Bar Harbor’s beliefs and expectations but are not historical facts. Forward-looking statements are often, but not always, identified by such words as “believe,” “expect,” “anticipate,” “can,” “could,” “may,” “predict,” “potential,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “should,” “will,” and other similar words and expressions, and are subject to numerous assumptions, risks, and uncertainties, which may change over time.
Although Bar Harbor believes that its expectations with respect to forward-looking statements are based upon reasonable assumptions, actual results or future events could differ, possibly materially, from those indicated in such forward-looking statements as a result of a variety of factors, including, but not limited to, that the expected synergies, cost savings and other financial benefits of the proposed transaction might not be realized within the expected timeframes or might be less than projected; the requisite regulatory approvals for the proposed transaction might not be obtained, and certain other risks and important factors that are identified in the “Risk Factors” section of Bar Harbor’s Annual Report on Form 10-K for the year ended December 31, 2024 and in the other reports filed with the Securities and Exchange Commission. Caution should be exercised against placing undue reliance on forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and Bar Harbor undertakes no obligation to update any forward-looking statement, whether to reflect events or circumstances after the date on which the statement is made, to reflect new information or the occurrence of unanticipated events, or otherwise.
CONTACTS
Bar Harbor Bankshares: Curtis C. Simard, President & CEO
Telephone: 888-853-7100
Guaranty Bancorp, Inc.: James E. Graham, President & CEO
Telephone: 800-564-2735
