8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 6, 2021

STANDARD AVB FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

Maryland	001-34893	27-3100949
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2640 Monroeville Boulevard, Monroeville, Pennsylvania, 15146

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (412) 856-0363

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:

¨ 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 exchange on which registered
Common Stock, par value $0.01 per share	STND	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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company o

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 Other Events.

On May 6, 2021, Standard AVB Financial Corp. (“Standard”) and Dollar Mutual Bancorp (“Dollar”), issued a joint press release announcing that the parties had received all the regulatory approvals necessary to complete the merger of Standard into Dollar. The parties expect that merger will be completed after market hours on May 28, 2021. Dollar is the mutual holding company for Dollar Bank, Federal Savings Bank. Standard is the stock holding company of Standard Bank, PaSB, a Pennsylvania chartered savings bank. In connection with the merger of Standard into Dollar, Standard Bank will convert to a federal savings bank. Dollar Bank and Standard Bank will continue to operate as separate financial institutions with Dollar as the holding company for each bank.

A copy of the joint press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Cautionary Note Regarding Forward-Looking Statements

This Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act. Forward-looking statements include statements regarding the anticipated closing date of the transaction and anticipated future results. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words like “believe”, “expect”, “anticipate”, “estimate”, and “intend” or future or conditional verbs such as “will”, “would”, “should”, “could” or “may”. Certain factors that could cause actual results to differ materially from expected results include the ability to meet closing conditions to the merger on the expected terms and schedule, delays in completing the merger, difficulties in achieving cost savings from the merger or in achieving such cost savings within the expected time frame, difficulties in integrating Standard, increased competitive pressures, changes in the interest rate environment, changes in general economic conditions, legislative and regulatory changes that adversely affect the business in which Standard and Dollar are engaged, changes in the securities markets and other risks and uncertainties. In addition, the COVID-19 pandemic is having an adverse impact on Standard and other financial institutions, their customers and the communities they serve. Given its ongoing and dynamic nature, it is difficult to predict the full impact of the COVID-19 outbreak on the business of Standard, Dollar and other financial institutions. The extent of such impact will depend on future developments, which are highly uncertain, including when the coronavirus can be controlled and abated and when and how the economy may be reopened or remain reopened.

Further information about these and other relevant factors, risks and uncertainties may be found in Standard’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and in subsequent filings with the Securities and Exchange Commission. Standard does not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions which may be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements. You are cautioned not to place undue reliance on these forward-looking statements.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Joint Press Release dated May 6, 2021
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 hereunto duly authorized.

	STANDARD AVB FINANCIAL CORP.
	(Registrant)
Date: May 6, 2021	By:	/s/ Andrew W. Hasley
		Andrew W. Hasley
		President and Chief Executive Officer

3

EX-99.1

Exhibit 99.1

Contact:	Dollar Mutual Bancorp – James J. McQuade, President and CEO, 412-261-4900
	Standard AVB Financial Corp. – Andrew W. Hasley, President and CEO, 412-781-0320

Dollar Mutual Bancorp and Standard AVB Financial Corp. Announce Receipt of
Regulatory Approvals and Expected Closing Date for Acquisition

PITTSBURGH, PA and MONROEVILLE, PA, May 6, 2021 – Dollar Mutual Bancorp (“Dollar”) and Standard AVB Financial Corp. (Nasdaq: STND) (“Standard”) jointly announced that the parties have received all the regulatory approvals necessary to complete the merger of Standard into Dollar. The Standard stockholders approved the merger at a special meeting of stockholders held on January 19, 2021. The parties expect that their proposed merger transaction will be completed after market hours on May 28, 2021. Dollar is the mutual holding company for Dollar Bank, Federal Savings Bank. Standard is the stock holding company of Standard Bank, PaSB, a Pennsylvania chartered savings bank. In connection with the merger of Standard into Dollar, Standard Bank will convert to a federal savings bank. Dollar Bank and Standard Bank will continue to operate as separate financial institutions with Dollar as the holding company for each institution.

About Dollar Mutual Bancorp

Headquartered in Pittsburgh, Pennsylvania, Dollar Mutual Bancorp, with total assets of $10.3 billion dollars at March 31, 2021, is the mutual holding company of Dollar Bank, Federal Savings Bank. Today, Dollar Bank operates 81 locations throughout Pennsylvania, Ohio and Virginia and has over 1,400 employees. For more than 166 years, Dollar Bank has grown to become a large, full service, community bank committed to providing the highest quality of banking services to individuals and businesses.  Dollar Bank (Dollar.Bank) is headquartered in Pittsburgh, Pennsylvania.

About Standard AVB Financial Corp.

Standard AVB Financial Corp., with total assets of $1.1 billion at March 31, 2021, is the parent company of Standard Bank, PaSB which operates 17 offices serving individuals and small to mid-sized businesses in Allegheny, Westmoreland and Bedford Counties, in Pennsylvania and Allegany County in Maryland. Standard Bank, founded in 1913, is a member of the FDIC and an Equal Housing Lender.

Forward Looking Statements

This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act. Forward-looking statements include statements regarding the anticipated closing date of the transaction and anticipated future results. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words like “believe”, “expect”, “anticipate”, “estimate”, and “intend” or future or conditional verbs such as “will”, “would”, “should”, “could” or “may”. Certain factors that could cause actual results to differ materially from expected results include the ability to meet closing conditions to the merger on the expected terms and schedule, delays in completing the merger, difficulties in achieving cost savings from the merger or in achieving such cost savings within the expected time frame, difficulties in integrating Standard, increased competitive pressures, changes in the interest rate environment, changes in general economic conditions, legislative and regulatory changes that adversely affect the business in which Standard and Dollar are engaged, changes in the securities markets and other risks and uncertainties. In addition, the COVID-19 pandemic is having an adverse impact on Standard and other financial institutions, their customers and the communities they serve. Given its ongoing and dynamic nature, it is difficult to predict the full impact of the COVID-19 outbreak on the business of Standard, Dollar and other financial institutions. The extent of such impact will depend on future developments, which are highly uncertain, including when the coronavirus can be controlled and abated and when and how the economy may be reopened or remain reopened.

Further information about these and other relevant factors, risks and uncertainties may be found in Standard’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and in subsequent filings with the Securities and Exchange Commission. Standard does not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions which may be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements. You are cautioned not to place undue reliance on these forward-looking statements.

XML

Cover	May 06, 2021
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 06, 2021
Entity File Number	001-34893
Entity Registrant Name	STANDARD AVB FINANCIAL CORP.
Entity Central Index Key	0001492915
Entity Tax Identification Number	27-3100949
Entity Incorporation, State or Country Code	MD
Entity Address, Address Line One	2640 Monroeville Boulevard
Entity Address, City or Town	Monroeville
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	15146
City Area Code	(412)
Local Phone Number	856-0363
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	STND
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false