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Section 1: 8-K (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):  December 19, 2018

 

First Internet Bancorp

(Exact Name of Registrant as Specified in Its Charter)

 

Indiana

(State or Other Jurisdiction of Incorporation)

 

001-35750

 

20-3489991

(Commission File Number)

 

(IRS Employer Identification No.)

 

11201 USA Parkway

 

 

Fishers, Indiana

 

46037

(Address of Principal Executive Offices)

 

(Zip Code)

 

(317) 532-7900

(Registrant’s Telephone Number, Including Area Code)

 

 

(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 (see General Instruction A.2. below):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            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 (§240.12b-2 of this chapter).

 

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 pursuance to Section 13(a) of the Exchange Act. o

 

 

 


 

Item 8.01                                           Other Events

 

On December 19, 2018, First Internet Bancorp (the “Company”) issued a press release announcing that its Board of Directors approved a stock repurchase program authorizing the repurchase of up to $10.0 million of its outstanding common stock from time to time on the open market or in privately negotiated transactions. The stock repurchase program is scheduled to expire on December 31, 2019.

 

The stock repurchase program may be modified, suspended or discontinued at any time and does not commit the Company to repurchase shares of its common stock. The actual number and value of the shares to be purchased will depend on the performance of the Company’s stock price and other market conditions. Repurchases under the program may also be made pursuant to a Rule 10b5-1 plan, which, if adopted by the Company, would permit shares to be repurchased in accordance with pre-determined criteria when the Company might otherwise be prohibited from doing so under insider trading laws or because of self-imposed trading blackout periods.

 

A copy of the press release announcing the stock repurchase program filed as Exhibit 99.1 and the information set forth therein is incorporated herein by reference.

 

Item 9.01                                           Financial Statements and Exhibits

 

Number

 

Description

 

Method of Filing

99.1

 

Press Release dated December 19, 2018

 

Filed Electronically

 

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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:      December 19, 2018

 

 

 

 

FIRST INTERNET BANCORP

 

 

 

 

By:

/s/ Kenneth J. Lovik

 

 

Kenneth J. Lovik, Executive Vice President & Chief Financial Officer

 

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Section 2: EX-99.1 (EX-99.1)

Exhibit 99.1

 

 

First Internet Bancorp Announces Stock Repurchase Program

 

Fishers, Indiana, December 19, 2018 — First Internet Bancorp (“First Internet” or the “Company”) (Nasdaq: INBK), the parent company of First Internet Bank (the “Bank”), announced today that its Board of Directors approved on December 18, 2018 a new stock repurchase program with an aggregate purchase price of up to $10 million. The stock repurchase program is scheduled to expire on December 31, 2019.

 

David Becker, Chairman, President and Chief Executive Officer, commented, “We are initiating this stock repurchase program, which demonstrates our commitment to enhancing shareholder value while also maintaining strong capital levels. Importantly, the program reflects our confidence in the long-term outlook for First Internet.”

 

The stock repurchase program permits First Internet to acquire shares of its common stock from time to time in the open market or in privately negotiated transactions at prices management considers to be attractive and in the best interest of First Internet and its shareholders. The stock repurchase program does not obligate the Company to repurchase shares of its common stock, and there is no assurance that it will do so.

 

Any repurchases are subject to compliance with applicable laws and regulations. Repurchases will be conducted in consideration of general market and economic conditions as well as the financial and regulatory condition of the Company and the Bank. The stock repurchase program may be modified, suspended or discontinued at any time at the discretion of the Board.

 

About First Internet Bancorp

 

First Internet Bancorp is a bank holding company with assets of $3.2 billion as of September 30, 2018. The Company’s subsidiary, First Internet Bank, opened for business in 1999 as an industry pioneer in the branchless delivery of banking services. The Bank now provides consumer and small business deposit, consumer loan, residential mortgage, and specialty finance services nationally as well as commercial real estate loans, commercial and industrial loans and treasury management services in select geographies. First Internet Bancorp’s common stock trades on the Nasdaq Global Select Market under the symbol “INBK” and is a component of the Russell 2000® Index. Additional information about the Company is available at www.firstinternetbancorp.com and additional information about the Bank, including its products and services, is available at www.firstib.com.

 

Forward-Looking Statements

 

This press release contains forward-looking statements, including statements with respect to the stock repurchase program and timing and methods of executing the same, financial condition, plans, objectives, and future performance of the Company. Forward-looking statements are generally identifiable by the use of words such as “believe,” “expect,” “anticipate,” “plan,” “intend,” “estimate,” “may,” “will,” “would,” “could,” “should” or other similar expressions. Forward-looking statements are not a guarantee of future performance or results, are based on information available at the time the statements are made and involve known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from the information in the forward-looking statements. Factors that may cause such differences include: failures or breaches of or interruptions in the communications and information systems on which we rely to conduct our business; failure of our plans to grow

 

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our commercial real estate, commercial and industrial, public finance and healthcare finance loan portfolios; competition with national, regional and community financial institutions; the loss of any key members of senior management; fluctuations in interest rates; general economic conditions; risks relating to the regulation of financial institutions; and other factors identified in reports we file with the U.S. Securities and Exchange Commission. All statements in this press release, including forward-looking statements, speak only as of the date they are made, and the Company undertakes no obligation to update any statement in light of new information or future events.

 

Contact information:

 

Investors/Analysts

Media

Paula Deemer

Nicole Lorch

Investor Relations

Executive Vice President & Chief Operating Officer

(317) 428-4628

(317) 532-7906

investors@firstib.com

nlorch@firstib.com

 

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