8-K

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) July 25, 2023

SOUND FINANCIAL BANCORP, INC.

(Exact name of registrant as specified in its charter)

Maryland	001-35633	45-5188530
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

2400 3rd Avenue, Suite 150, Seattle, Washington	98121
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (206) 448-0884

(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 each exchange on which registered
Common Stock, $0.01 par value	SFBC	The NASDAQ Stock Market LLC

Indicated by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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    Other Events

On July 25, 2023, the Board of Directors (the “Board”) of Sound Financial Bancorp, Inc. (the “Company”) extended the Company’s current stock repurchase program, scheduled to expire on July 31, 2023, to January 31, 2024. Since the program’s inception, the Company has repurchased 82,534 shares of common stock at an aggregate cost of $3.1 million, leaving approximately $0.9 million available for future stock repurchases.

Under the plan, the Company may purchase common stock from time to time in the open market, based on prevailing market prices, or in privately negotiated transactions, or pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The timing, number and price of shares repurchased under the stock repurchase program will depend on a number of factors, including the terms of any Rule 10b5-1 plan, general business and market conditions, and alternative investment opportunities. The repurchase program does not obligate the Company to acquire any specific number of shares in any period, and may be expanded, extended, modified or discontinued at any time. Information regarding share repurchases will be available in the Company’s periodic reports on Form 10-Q and Form 10-K filed with the Securities and Exchange Commission as required by the applicable rules of the Exchange Act.

A copy of the press release announcing the extension of the stock repurchase program is filed as Exhibit 99.1 to this report and incorporated herein by reference.

Forward-Looking Statements

This report includes certain statements that may constitute "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995, including information regarding purchases by the Company of its common stock pursuant to any Rule 10b5-1 trading plans or otherwise. By their nature, forward-looking statements involve certain risks and uncertainties that may cause actual results to differ materially from expectations as of the date of this report. These risks include significant changes in the price and availability of the Company’s stock, general economic conditions, as well as those within our industry, and numerous other factors identified in the Company’s latest Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and other reports filed with or furnished to the Securities and Exchange Commission – which are available at www.soundcb.com in the “Investor Relations” section and on the SEC's website at www.sec.gov. The Company does not undertake - and specifically declines any obligation - to publicly release the result of any revisions which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

Item 9.01 Financial Statements and Exhibits

Exhibit No.    Description

99.1        Press Release dated July 25, 2023 announcing extension of Stock Repurchase Program

104        Cover page interactive data file (embedded within the Inline XBRL document)

(Signature page follows)

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.

	SOUND FINANCIAL BANCORP, INC.
Date: July 25, 2023	By:	/s/ Laura Lee Stewart
		Laura Lee Stewart
		President and CEO

EX-99.1

Sound Financial Bancorp, Inc. Announces Extension of Stock Repurchase Program

Company Release – 7/25/2023

SEATTLE, WA -- (GLOBE NEWSWIRE) -- Sound Financial Bancorp, Inc. (NASDAQ:SFBC) (the “Company”), the parent holding company of Sound Community Bank, today announced that its Board of Directors extended the Company’s current stock repurchase program, scheduled to expire on July 31, 2023, to January 31, 2024. Since the program’s inception, the Company has repurchased 82,534 shares of common stock at an aggregate cost of $3.1 million, leaving approximately $0.9 million available for future stock repurchases.

Laurie Stewart, the Company’s President and Chief Executive Officer, commented, “The extension of our stock repurchase program demonstrates the confidence that the Board, management, and I have in the future of the Company. While the banking sector continues to face challenges, the Company’s financial condition and operations remain solid due to our strong liquidity and capital, our community-based deposit franchise and our high-quality loan portfolio.”

The timing, number and price of shares repurchased under the stock repurchase program will depend on a number of factors, including the terms of any Rule 10b5-1 trading plan adopted by the Company, general business and market conditions, and alternative investment opportunities. The repurchase program does not obligate the Company to acquire any specific number of shares in any period, and may be expanded, extended, modified or discontinued at any time.

About the Company

Sound Financial Bancorp, Inc., a bank holding company, is the parent company of Sound Community Bank, and is headquartered in Seattle, Washington with full-service branches in Seattle, Tacoma, Mountlake Terrace, Sequim, Port Angeles, Port Ludlow and University Place. Sound Community Bank is a Fannie Mae Approved Lender and Seller/Servicer with one Loan Production Office located in the Madison Park neighborhood of Seattle, Washington. For more information, please visitwww.soundcb.com.

Forward-Looking Statements

This press release includes certain statements that may constitute "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995, including information regarding purchases by the Company of its common stock pursuant to any Rule 10b5-1 trading plans or otherwise. By their nature, forward-looking statements involve certain risks and uncertainties that may cause actual results to differ materially from expectations as of the date of this release. These risks include significant changes in the price and availability of the Company’s stock, general economic conditions, as well as those within our industry, and numerous other factors identified in the Company’s latest Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and other reports filed with or furnished to the Securities and Exchange Commission – which are available at www.soundcb.com in the “Investor Relations” section and on the SEC's website at www.sec.gov.

The Company does not undertake - and specifically declines any obligation - to publicly release the result of any revisions which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

For additional information contact:

Laurie Stewart, President, CEO            206.436.1495

Wes Ochs, Executive Vice President/CFO    206.436.8587

XML

Cover Page	Jul. 25, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jul. 25, 2023
Entity Registrant Name	SOUND FINANCIAL BANCORP, INC.
Entity Incorporation, State or Country Code	MD
Entity File Number	001-35633
Entity Tax Identification Number	45-5188530
Entity Address, Address Line One	2400 3rd Avenue,
Entity Address, Address Line Two	Suite 150,
Entity Address, City or Town	Seattle,
Entity Address, State or Province	WA
Entity Address, Postal Zip Code	98121
City Area Code	206
Local Phone Number	448-0884
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	SFBC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001541119
Amendment Flag	false