Southern First Bancshares authorized repurchases of up to $10.0 million of its common stock, representing approximately 2% of the company’s common stock. The plan gives management a stated capital-management option, but purchases are discretionary, depend on market and Business conditions, and are not required.

Key Highlights

  • Purchases may occur through open-market transactions and solicited or unsolicited privately negotiated deals.
  • Management will determine purchase timing, Volume and prices within applicable limitations.
  • Repurchases after August 23, 2027, require approval from the board and the Federal Reserve.

Authorization Scope

Southern First Bancshares has received authorization for a share repurchase program representing approximately 2% of the company’s common stock. The authorization gives the company an opportunity to repurchase common shares, but it does not create an obligation to complete any purchases under the plan.

The program therefore establishes an available course of action rather than a commitment to acquire shares. Southern First Bancshares may decide whether to use the authorization based on the circumstances affecting the company, its business and the market.

Permitted Transaction Methods

The repurchase program permits Southern First Bancshares to purchase common stock through open-market transactions. It also allows the company to pursue privately negotiated transactions, including both solicited and unsolicited deals.

These alternatives provide the company with more than one way to conduct repurchases under the authorization. The permitted methods remain subject to applicable limitations, and the company’s management will determine how the program is carried out.

Management Discretion

Management will select the method and timing of any purchases made under the program. Management will also determine the number of shares acquired and the prices paid for those shares.

The authorization consequently leaves the purchase decisions with management, rather than prescribing a fixed schedule or a fixed transaction structure. Any repurchases would be made according to the choices management makes within the terms of the program and applicable limitations.

Program Flexibility

The Board of Directors may discontinue the repurchase program at any time. It may also suspend the program or restart it, giving the authorization flexibility as circumstances change.

That authority means the program does not have to continue without interruption. The board can alter the program’s status, while management retains responsibility for decisions concerning the method, timing, number of shares and prices of purchases made under the authorization.

Approval Requirements

Repurchases made after August 23, 2027, would require additional approval. That approval would need to come from both the board and the Federal Reserve.

The requirement applies to purchases made after that date and adds an approval condition for continued repurchases. Accordingly, the existing authorization does not by itself provide all the approval needed for repurchases occurring after August 23, 2027.

Capital-Management Opportunities

Southern First Bancshares’ management believes the plan may provide capital-management opportunities. That view is dependent on market and business conditions rather than presented as a guarantee that purchases will occur.

The potential opportunity described by management is connected to the company’s ability to use the authorization when circumstances support doing so. The program’s discretionary structure, including the option not to purchase shares and the board’s ability to discontinue, suspend or restart it, preserves that flexibility.

No Purchase Requirement

Southern First Bancshares is not required to complete any purchases under the repurchase plan. The authorization therefore permits repurchases without requiring the company to use the full opportunity or to purchase any shares.

Whether the company proceeds, and how it proceeds, will depend on management’s selections and the board’s authority over the program. Any action under the plan would remain subject to the permitted transaction methods, applicable limitations and the further approval requirement for repurchases made after August 23, 2027.

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Source(s)

  • https://www.sec.gov/Archives/edgar/data/1090009/000120677426000469/sfst4682181-8k.htm