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): September 6, 2022

First US Bancshares, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	0-14549	63-0843362
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3291 U.S. Highway 280

Birmingham, Alabama 35243

(Address of Principal Executive Offices, including Zip Code)

Registrant’s telephone number, including area code: (205) 582-1200

N/A

(Former Name or Former Address, if Changed Since Last Report)

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	FUSB	The Nasdaq Stock Market LLC

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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§230.405 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 5.04 Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

On September 6, 2022, First US Bancshares, Inc. (Nasdaq: FUSB) (the “Company”) sent a notice (the “Notice”) to its directors and executive officers informing them that, due to a change in the trustee and record keeper of the First US Bancshares, Inc. 401(k) Plan (the “401(k) Plan”) effective October 1, 2022, they would be subject to significant restrictions on their ability to trade in the Company’s common stock during an upcoming “blackout period” applicable to the 401(k) Plan. The Notice provided that the “blackout period” will begin following the closing of trading on September 22, 2022, and is expected to end during the week of October 16, 2022, during which period participants in the 401(k) Plan will not have access to their accounts for distributions or investment changes, including investment changes involving the Company’s common stock held in the 401(k) Plan. The Notice informs the directors and executive officers that, pursuant to Section 306(a) of the Sarbanes-Oxley Act of 2002 and the SEC’s rules promulgated thereunder, subject to certain exceptions, they are prohibited from purchasing or selling certain shares of the Company’s common stock during the blackout period. During the blackout period and for a period of two (2) years after the ending date of the blackout period, individuals can find out the actual beginning and ending dates of the blackout period by calling Juliette Stamper at 865-474-6349 or emailing her at jstamper@firstusbank.com. The Notice is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The Company previously provided notice to the 401(k) Plan participants that they will not have access to their accounts for distributions or investment changes, including investment changes involving the Company’s common stock held in the 401(k) Plan, during the blackout period.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Exhibit
99.1	Notice to Directors and Executive Officers of First US Bancshares, Inc. Regarding 401(k) Plan Blackout Period and Restrictions on Ability to Trade in Company Securities.
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.

Dated: September 6, 2022	FIRST US BANCSHARES, INC.
	By:	/s/ Thomas S. Elley
	Name:	Thomas S. Elley
		Senior Executive Vice President, Treasurer and Assistant Secretary,
		Chief Financial Officer and Principal Accounting Officer

EX-99.1

Exhibit 99.1

VIA EMAIL

TO: Directors and Executive Officers of First US Bancshares, Inc.

FROM: Thomas S. Elley, Senior Executive Vice President, Chief Financial Officer

DATE: September 6, 2022

RE: Important Notice Regarding 401(k) Plan Blackout Period and Restrictions on Ability to Trade in Company Securities

This notice is to inform you of significant restrictions on your ability to trade in First US Bancshares, Inc. (the “Company”) common stock during an upcoming “blackout period” that will apply to the First US Bancshares, Inc. 401(k) Plan (the “401(k) Plan”).

The blackout period, which is due to a conversion to a change in the 401(k) Plan trustee and record keeper effective October 1, 2022, will begin following the closing of trading on September 22, 2022, and is expected to end during the week of October 16, 2022. During the blackout period, participants will not have access to their accounts for distributions or investment changes, including investment changes involving the Company’s common stock held in the 401(k) Plan.

In accordance with Section 306(a) of the Sarbanes-Oxley Act of 2002 and the SEC’s rules promulgated thereunder, the Company’s directors and executive officers are prohibited - from the close of trading on September 22, 2022, through the end of the blackout period which is expected to end during the week of October 16, 2022 - from purchasing, selling, or otherwise acquiring or transferring, directly or indirectly, any equity security of the Company acquired in connection with their services as a director or executive officer.

During the blackout period and for a period of two (2) years after the ending date of the blackout period, you can find out the actual beginning and ending dates of the blackout period by calling Juliette Stamper at 865-474-6349 or emailing her at jstamper@firstusbank.com.

Please note the following:

•“Equity securities” is defined broadly to include the Company’s common stock, options, and other derivatives.

•Covered transactions are not limited to those involving your direct ownership but include any transaction in which you have a pecuniary interest (for example, transactions by your immediate family members living in your household).

•Among other things, these rules prohibit exercising options granted to you in connection with your services as a director or executive officer and selling stock acquired pursuant to such options.

•Exemptions from these rules generally apply for purchases or sales under Rule 10b5-1 plans, sales required by law, and certain other “automatic” transactions.

These rules apply in addition to the trading restrictions under the Company’s Insider Trading Policy. If you engage in a transaction that violates these rules, you may be required to disgorge your profits from the transaction, and you may be subject to civil and criminal penalties. Because of the complexity of these rules and the severity of the penalties and other remedies, please contact me before engaging in any transaction involving the Company’s equity securities during the blackout period.

Thank you, and please call me at 205-582-1200 if you have any questions. In addition, you may email me at telley@firstusbank.com.

XML

Document and Entity Information	Sep. 06, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 06, 2022
Entity Registrant Name	First US Bancshares, Inc.
Entity Central Index Key	0000717806
Entity Incorporation, State or Country Code	DE
Entity File Number	0-14549
Entity Tax Identification Number	63-0843362
Entity Address, Address Line One	3291 U.S. Highway 280
Entity Address, City or Town	Birmingham
Entity Address, State or Province	AL
Entity Address, Postal Zip Code	35243
City Area Code	205
Local Phone Number	582-1200
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	FUSB
Security Exchange Name	NASDAQ
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false