First US Bancshares Files 8-K with Corporate Updates

TL;DR

First US Bancshares filed an 8-K on 7/24/24 covering material agreements, director changes, and bylaws. Big shakeup.

AI Summary

On July 24, 2024, First US Bancshares, Inc. filed an 8-K report detailing several key events. These include the entry into a material definitive agreement, the departure and election of directors and officers, amendments to its articles of incorporation, and other events. The filing also includes financial statements and exhibits.

Why It Matters

This 8-K filing signals significant corporate governance and structural changes within First US Bancshares, Inc., which could impact its operational direction and shareholder value.

Risk Assessment

Risk Level: medium — Changes in directors, officers, and material agreements can indicate strategic shifts or potential instability within a company.

Key Numbers

• 000-14549 — Commission File Number (Identifies the company's SEC filing history.)
• 63-0843362 — IRS Employer Identification Number (Company's tax identification number.)

Key Players & Entities

• First US Bancshares, Inc. (company) — Registrant
• July 24, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 par value FUSB The Nasdaq Stock Mar

Filing Documents

• fusb-20240724.htm (8-K) — 61KB
• fusb-ex3_1.htm (EX-3.1) — 182KB
• fusb-ex99_1.htm (EX-99.1) — 9KB
• 0000950170-24-086038.txt ( ) — 403KB
• fusb-20240724.xsd (EX-101.SCH) — 30KB
• fusb-20240724_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. The information set forth in Item 5.02(d)(5) of this Current Report on Form 8-K with respect to the Director Indemnification Agreement, dated as of July 24, 2024 (the "Indemnification Agreement"), by and between First US Bancshares, Inc. (the "Company") and Robert C. Field, is incorporated by reference into this Item 1.01.

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (d) Election of Robert C. Field to the Board of Directors On July 24, 2024, the Board of Directors (the "Board") of the Company, upon the recommendation of the Board's Nominating and Corporate Governance Committee, voted unanimously to increase the size of the Board from nine (9) to ten (10) directors and to elect Robert C. Field to fill the vacancy created by the increase in the size of the Board, effective as of July 24, 2024. The Board appointed Mr. Field to serve on the Audit Committee of the Board. Mr. Field will also serve on the Board of Directors of First US Bank, the Company's wholly owned banking subsidiary (the "Bank"). The Board of Directors of the Bank (the "Bank Board") appointed Mr. Field to serve on the Asset/Liability Committee of the Bank Board. There are no arrangements or understandings between Mr. Field and any other person pursuant to which he was appointed to the positions with the Company and the Bank described above. The Board has affirmatively determined that Mr. Field is independent under Nasdaq listing standards and is otherwise qualified to serve on the Boards and the committees to which he has been appointed. Mr. Field will receive the compensation described in Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2021, filed with the Securities and Exchange Commission (the "SEC") on August 11, 2021; provided, however, that the compensation of the Company's directors may be adjusted by the Board from time to time. Mr. Field will also be eligible to receive awards under the Company's 2023 Incentive Plan. The Bank has banking transactions in the ordinary course of the Bank's business with Mr. Field and his family members and entities with which they are associated. All loans by the Bank in which Mr. Field or any "related person" within the

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On July 24, 2024, the Board adopted certain amendments to the Amended and Restated Bylaws of the Company (as amended, the "Bylaws"), effective on such date. Previously, the Bylaws provided that if a director attains the age of seventy-five (75) years during his or her term as a director, he or she may complete his or her then current term but may not stand for election or re-election as a director of the Company thereafter. The Board is amending the Bylaws to provide that only non-employee directors are subject to this mandatory retirement age. The foregoing description of the amendment to the Company's Bylaws is qualified in its entirety by reference to the Bylaws, which are filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

01 Other Events

Item 8.01 Other Events. On July 24, 2024, the Company issued a press release announcing the election of Mr. Field to the Boards of Directors of the Company and the Bank, which press release contains additional biographical information about Mr. Field. A copy of the press release is attached hereto as Exhibit 99.1.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Exhibit 3.1 Amended and Restated Bylaws of First US Bancshares, Inc. 10.1 Form of Director Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on October 30, 2009) 99.1 Press Release, dated July 24, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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: July 24, 2024 FIRST US BANCSHARES, INC. By: /s/ James F. House Name: James F. House President and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR