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

February 28, 2023

Date of Report (Date of earliest event reported)

(Exact name of registrant as specified in its charter)

Pennsylvania	000-55983	83-1561918
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Ident. No.)
9 Old Lincoln Highway, Malvern, Pennsylvania		19355
(Address of principal executive offices)		(Zip Code)
(484) 568-5000 Registrant’s telephone number, including area code
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))

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 ☐

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. ☐

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, $1 par value	MRBK	The NASDAQ Stock Market

Item 8.01.            Other Events.

On February 28, 2023, Meridian Corporation approved and declared a two-for-one stock split in the form of a 100% stock dividend on its outstanding shares of common stock. Each shareholder of record as of the close of business on March 14, 2023 will receive one additional share of Company common stock for each share then held, to be distributed after the close of business on March 20, 2023. For further information reference is made to a copy of the press release which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01.            Financial Statements and Exhibits.

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

99.1 Press Release, issued February 28, 2023 by Meridian Corporation

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	Press Release, issued February 28, 2023 by Meridian Corporation
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.

	MERIDIAN CORPORATION (Registrant)
Dated:  February 28, 2023
	By:	/s/  Denise Lindsay
			Denise Lindsay
			Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

Meridian Corporation Declares Two-for-One Stock Split

MALVERN, PA., February 28, 2023 — Meridian Corporation (the "Company") (Nasdaq: MRBK) today announced that it has approved and declared a two-for-one stock split in the form of a 100% stock dividend on its outstanding shares of common stock. Each shareholder of record as of the close of business on March 14, 2023 will receive one additional share of Company common stock for each share then held, to be distributed after the close of business on March 20, 2023. Based on the number of shares currently outstanding, the Company will have 11,405,184 shares of common stock issued and outstanding, net of treasury shares, on a split-adjusted basis.

Christopher J. Annas, Chairman and CEO commented: "We are very pleased with our historical financial performance and excited about opportunities in our core Philadelphia metro market. The additional shares issued will allow for greater participation of shareholders on a local level at value prices. We feel a meaningful local shareholder base is important and can expand our branding in the tri-state area."

About Meridian Corporation

Meridian Bank, the wholly owned subsidiary of Meridian Corporation, is an innovative community bank serving Pennsylvania, New Jersey, Delaware, Maryland and Florida. Through more than 20 offices, including banking branches and mortgage locations, Meridian offers a full suite of financial products and services and specializes in business and industrial lending, retail and commercial real estate lending, electronic payments, and wealth management solutions. Meridian also has three national lending programs including leasing, SBA lending and residential mortgage banking. Meridian is a recognized leader, both in the local community and nationally for its lending programs. Meridian offers a broad menu of high-yield depository products supported by robust online and mobile access. For additional information, visit our website at www.meridianbanker.com. Member FDIC.

“Safe Harbor” Statement

In addition to historical information, this press release may contain “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements with respect to Meridian Corporation’s strategies, goals, beliefs, expectations, estimates, intentions, capital raising efforts, financial condition and results of operations, future performance and business. Statements preceded by, followed by, or that include the words “may,” “could,” “should,” “pro forma,” “looking forward,” “would,” “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” or similar expressions generally indicate a forward-looking statement. These forward-looking statements involve risks and uncertainties that are subject to change based on various important factors (some of which, in whole or in part, are beyond Meridian Corporation’s control). Numerous competitive, economic, regulatory, legal and technological factors, risks and uncertainties that could cause actual results to differ materially include, without limitation, the impact of the COVID-19 pandemic and government responses thereto; on the U.S. economy, including the markets in which we operate; actions that we and our customers take in response to these factors and the effects such actions have on our operations, products, services and customer relationships; and the risk that the Small Business Administration may not fund some or all Paycheck Protection Program (PPP) loan guaranties; increased competitive pressures; changes in the interest rate environment; changes in general economic conditions and conditions within the securities markets; legislative and regulatory changes; and the effects of inflation, a potential recession, among others, could cause Meridian Corporation’s financial performance to differ materially from the goals, plans, objectives, intentions and expectations expressed in such forward-looking statements. Meridian Corporation cautions that the foregoing factors are not exclusive, and neither such factors nor any such forward-looking statement takes into account the impact of any future events. All forward-looking statements and information set forth herein are based on management’s current beliefs and assumptions as of the date hereof and speak only as of the date they are made. For a more complete discussion of the assumptions, risks and uncertainties related to our business, you are encouraged to review Meridian Corporation’s filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2021 and subsequently filed quarterly reports on Form 10-Q and current reports on Form 8-K that update or provide information in addition to the information included in the Form 10-K and Form 10-Q filings, if any. Meridian Corporation does not undertake to update any forward-looking statement whether written or oral, that may be made from time to time by Meridian Corporation or by or on behalf of Meridian Bank.

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Cover	Feb. 28, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Feb. 28, 2023
Entity Registrant Name	Meridian Corp
Entity Incorporation, State or Country Code	PA
Entity File Number	000-55983
Entity Tax Identification Number	83-1561918
Entity Address, Address Line One	9 Old Lincoln Highway, Malvern, Pennsylvania
Entity Address, City or Town	Malvern
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19355
City Area Code	(484) 568-5000Registrant’s telephone number, including area code
Local Phone Number	(484) 568-5000Registrant’s telephone number, including area code
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock, $1 par value
Trading Symbol	MRBK
Security Exchange Name	NASDAQ
Entity Central Index Key	0001750735
Amendment Flag	false