Professional Holding Corp. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2023-01-27: Form 8-K; Period of report 2023-01-27; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2022-12-28: Form 8-K; Period of report 2022-12-21; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events; Details 5.02.
- 2022-12-20: Form 8-K; Period of report 2022-12-15; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
- 2022-12-09: Form 8-K; Period of report 2022-12-09; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2023-01-27 | 8-K | 2023-01-27 | 2.02 Results of Operations and Financial Condition | 2.02 On January 27, 2023, Professional Holding Corp. (the “Company”), the parent company of Professional Bank, issued a press release containing information on earnings results for the quarter ended December 31, 2022. | pfhd-20230127.htm |
| 2022-12-28 | 8-K | 2022-12-21 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 (e) On December 21, 2022, the Compensation Committee of the Board of Directors of Professional Holding Corp. (the “Company,” “we,” “our,” or “Professional”), pursuant to and in accordance with the terms of the Company’s 2014 Share Appreciation Rights Plan, as amended (the “Plan”), determined to vest (to the extent not already vested) and make Unit Appreciation Payments with respect to certain outstanding Units (as such terms are defined in the Plan) in anticipation of the completion of the previously reported merger of the Company with and into Seacoast Banking Corporation of Florida. 8.01 As previously reported, on August 7, 2022, the Company entered into an Agreement and Plan of Merger (the “Agreement”) providing for the merger (the “Merger”) of the Company with and into Seacoast Banking Corporation of Florida (“Seacoast”), the parent company of Seacoast National Bank (“SNB”), and the merger of Professional Bank with and into SNB (together with the Merger, the “Mergers”). | pfhd-20221221.htm |
| 2022-12-20 | 8-K | 2022-12-15 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 A special meeting of the shareholders of Professional Holding Corp. (the “Company”) was held on December 15, 2022. | pfhd-20221215.htm |
| 2022-12-09 | 8-K | 2022-12-09 | 8.01 Other Events | 8.01 As previously reported, on August 7, 2022, Professional Holding Corp. (the “Company,” “we,” or “our”), the parent company of Professional Bank, entered into an Agreement and Plan of Merger (the “Agreement”) providing for the merger (the “Merger”) of the Company with and into Seacoast Banking Corporation of Florida (“Seacoast”), the parent company of Seacoast National Bank (“SNB”), and the merger of Professional Bank with and into SNB (together with the Merger, the “Mergers”). | tm2232364d1_8k.htm |
| 2022-10-28 | 8-K | 2022-10-28 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (e) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | pfhd-20221028.htm |
| 2022-10-28 | 8-K | 2022-10-28 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On October 28, 2022, Professional Holding Corp. (the “Company”), the parent company of Professional Bank, issued a press release containing information on earnings results for the quarter ended September 30, 2022. 7.01 A slide presentation (available on the Company’s website at https://proholdco.com) containing supplemental information regarding earnings results for the quarter ended September 30, 2022, is being furnished in accordance with Regulation FD of the Securities and Exchange Commission. | pfhd-20221028.htm |
| 2022-08-11 | 8-K | 2022-08-07 | 1.01 Entry into a Material Definitive Agreement | 1.01 On August 7, 2022, Professional Holding Corp. (the “Company”), the parent company of Professional Bank, entered into an Agreement and Plan of Merger (the “Agreement”) providing for the merger (the “Merger”) of the Company with and into Seacoast Banking Corporation of Florida (“SBC”), the parent company of Seacoast National Bank (“Seacoast Bank”), and the merger of Professional Bank with and into Seacoast Bank. | pfhd-20220807.htm |
| 2022-07-28 | 8-K | 2022-07-28 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On July 28, 2022, Professional Holding Corp. (the “Company”), the parent company of Professional Bank, issued a press release containing information on earnings results for the quarter ended June 30, 2022. 7.01 A slide presentation (available on the Company’s website at https://proholdco.com) containing supplemental information regarding earnings results for the quarter ended June 30, 2022, is being furnished in accordance with Regulation FD of the Securities and Exchange Commission. | pfhd-20220728.htm |
| 2022-05-26 | 8-K | 2022-05-25 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On May 25, 2022, Professional Holding Corp. (the “Company”) held its 2022 Annual Meeting of Shareholders. | pfhd-20220525.htm |
| 2022-04-29 | 8-K | 2022-04-29 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On April 29, 2022, Professional Holding Corp. (the “Company”), the parent company of Professional Bank, issued a press release containing information on earnings results for the quarter ended March 31, 2022. 7.01 A slide presentation (available on the Company’s website at https://proholdco.com) containing supplemental information regarding earnings results for the quarter ended March 31, 2022, is being furnished in accordance with Regulation FD of the Securities and Exchange Commission. | pfhd-20220429.htm |
| 2022-04-21 | 8-K | 2022-04-15 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (e) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | pfhd-20220415.htm |
| 2022-04-07 | 8-K | 2022-04-05 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (e) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | pfhd-20220405.htm |
| 2022-03-31 | 8-K | 2022-03-31 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 31, 2022, Professional Holding Corp. (the “Company”) announced that its Chief Accounting Officer, Mary Usategui, has been appointed our Chief Financial Officer, effective immediately. | pfhd-20220331.htm |
| 2022-02-28 | 8-K | 2022-02-24 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On and effective February 24, 2022 (the “Effective Date”),“the employment of Daniel R. Sheehan as Chairman and Chief Executive Officer, and his membership on the Boards of Directors of Professional Holding Corp. (“PFHD”) and its wholly owned subsidiary, Professional Bank (the “Bank”), were terminated by mutual agreement. | pfhd-20220224.htm |
| 2022-01-27 | 8-K | 2022-01-27 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On January 27, 2022, Professional Holding Corp. (the “Company”), the parent company of Professional Bank, issued a press release containing information on earnings results for the quarter ended December 31, 2021. 7.01 A slide presentation (available on the Company’s website at https://proholdco.com) containing supplemental information regarding earnings results for the quarter ended December 31, 2021, is being furnished in accordance with Regulation FD of the Securities and Exchange Commission. | pfhd-20220127.htm |
| 2022-01-26 | 8-K | 2022-01-24 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth in Item 1.01 is hereby incorporated by reference to this Item 2.03. | pfhd-20220124.htm |
| 2022-01-13 | 8-K | 2022-01-13 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth under Item 1.01 is incorporated by reference in this Item 2.03. 8.01 On January 13, 2022, the Company issued a press release regarding the offering of the Note. | pfhd-20220113.htm |
| 2021-12-03 | 8-K | 2021-12-01 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (e) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | pfhd-20211201.htm |
| 2021-10-28 | 8-K | 2021-10-28 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On October 28, 2021, Professional Holding Corp. (the “Company”), the parent company of Professional Bank, issued a press release containing information on earnings results for the quarter ended September 30, 2021. 7.01 A slide presentation (available on the Company’s website at https://proholdco.com) containing supplemental information regarding earnings results for the quarter ended September 30, 2021, is being furnished in accordance with Regulation FD of the Securities and Exchange Commission. | pfhd-20211028.htm |
| 2021-07-29 | 8-K | 2021-07-29 | 2.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 2.02 On July 29, 2021, Professional Holding Corp. (the “Company”), the parent company of Professional Bank, issued a press release containing information on earnings results for the quarter ended June 30, 2021. 5.02 On July 27, 2021, Anton Schutz tendered his resignation to the Board of Directors (the “Board”) of the Company effective immediately. 7.01 A slide presentation (available on the Company’s website at https://proholdco.com) containing supplemental information regarding earnings results for the quarter ended June 30, 2021, is being furnished in accordance with Regulation FD of the Securities and Exchange Commission. | tmb-20210729x8k.htm |
| 2021-05-25 | 8-K | 2021-05-21 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On May 21, 2021, Professional Holding Corp. (the “Company”) held its 2021 Annual Meeting of Shareholders. | tmb-20210521x8k.htm |
| 2021-05-12 | 8-K | 2021-05-10 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth in Item 1.01 is hereby incorporated by reference to this Item 2.03. | tmb-20210510x8k.htm |
| 2021-05-05 | 8-K | 2021-05-05 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure; 8.01 Other Events | 2.02 On May 5, 2021, Professional Holding Corp. (the “Company”), the parent company of Professional Bank, issued a press release containing information on earnings for the quarter ended March 31, 2021. 7.01 A slide presentation (available on the Company’s website at https://proholdco.com) containing supplemental information regarding results for the quarter ended March 31, 2021, is being furnished in accordance with Regulation FD of the Securities and Exchange Commission. 8.01 On May 5, 2021, the Company issued a press release announcing that the Board of Directors of the Company authorized an increase in the amount available under its existing stock repurchase program such that, effective May 6, 2021, $10 million is available to purchase outstanding shares of the Company’s Class A Common Stock. | tmb-20210505x8k.htm |
| 2021-04-28 | 8-K | 2021-04-22 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 On April 22, 2021, the Board of Directors (the “Board”) of Professional Holding Corp. (the “Company”) approved and adopted an amendment to the Company’s Bylaws which became effective immediately. | tmb-20210422x8k.htm |
| 2021-03-26 | 8-K/A | 2021-03-11 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 As previously disclosed in the Original Report, on March11, 2021, the audit committee of the Company’s board of directors approved a resolution appointing E&Y as the Company’s independent registered public accounting firm to audit the Company’s consolidated financial statements for the fiscal year ended December 31, 2021, replacing Crowe, which was dismissed from its role as the Company’s independent registered public accounting firm, effective upon the completion of the 2020 annual audit. | tmb-20210311x8ka.htm |
| 2021-03-17 | 8-K | 2021-03-11 | 4.01 Changes in Registrant's Certifying Accountant | tmb-20210311x8k.htm | |
| 2021-02-01 | 8-K/A | 2021-02-01 | 7.01 Regulation FD Disclosure | tmb-20210201x8ka.htm | |
| 2021-01-29 | 8-K | 2021-01-29 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On January 29, 2021, Professional Holding Corp. (the “Company”), the parent company of Professional Bank, issued a press release containing information on earnings for the quarter ended December 31, 2020, and full-year 2020 results. 7.01 A slide presentation (available on the Company’s website at https://myprobank.com/ir/) containing supplemental information regarding results for the quarter ended December 31, 2020, is being furnished in accordance with Regulation FD of the Securities and Exchange Commission. | tmb-20210129x8k.htm |
| 2021-01-08 | 8-K | 2021-01-07 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth in Item 1.01 is hereby incorporated by reference to this Item 2.03. | tmb-20210107x8k.htm |
| 2020-12-16 | 8-K | 2020-12-15 | 3.02 Unregistered Sales of Equity Securities | 3.02 On December 15, 2020, (i) Professional Holding Corp. (the “Company”) and BayBoston Capital LP, exchanged (the “BayBoston Exchange”) 60,880 shares of the Company’s Class B Common Stock (the “Class B Shares”) held by BayBoston Capital LP with an equal number of shares of Class A Common Stock of the Company, and (ii) the Company and affiliates of EJF Capital LLC (the “EJF Entities”), exchanged (the “EJF Exchange,” and together with the BayBoston Exchange, the “Exchanges”) 340,753 Class B Shares held by the EJF Entities with an equal number of shares of Class A Common Stock of the Company (the Class A Shares issued pursuant to the Exchanges, the “New Class A Shares”). | tmb-20201215x8k.htm |
| 2020-10-29 | 8-K | 2020-10-29 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On October 29, 2020, Professional Holding Corp. (the “Company”), the parent company of Professional Bank, issued a press release containing information on earnings for the quarter ended September 30, 2020. 7.01 A slide presentation (available on the Company’s website at https://myprobank.com/ir/) containing supplemental information regarding results for the quarter ended September 30, 2020 is being furnished in accordance with Regulation FD of the Securities and Exchange Commission. | tmb-20201029x8k.htm |
| 2020-09-23 | 8-K | 2020-09-18 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (d) On September 18, 2020, the Board of Directors (the “Board”) of Professional Holding Corp. (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee (the “Committee”), increased the number of Board members to eleven and appointed Margaret S. Blakey and Ava L. Parker as independent directors of the Board, effective September 18, 2020 (the “Effective Date”). | tmb-20200918x8k.htm |
| 2020-09-08 | 8-K | 2020-09-08 | 7.01 Regulation FD Disclosure | 7.01 Professional Holding Corp. (the “Company”) updated the loan modification data in its Second Quarter 2020 Earnings Presentation, which will be used to conduct meetings with investors, stockholders, and analysts at investor conferences, and which the Company will place on its website www.proholdco.com. | tmb-20200908x8k.htm |
| 2020-08-31 | 8-K | 2020-08-28 | 3.02 Unregistered Sales of Equity Securities | 3.02 On August 28, 2020, Mendon Capital QP LP, Iron Road Multi-Strategy Fund LP, Mendon Capital Master Fund Ltd., Mendon Global Long/Short Financial QP Fund Ltd., and RMB Mendon Financial Services Fund, (each a “Mendon Party” and, collectively, “The Mendon Parties”), collectively one of the largest shareholders of Professional Holding Corp. (the “Company”), sold 639,681 shares of the Company’s Class A Common Stock (the “Class A Shares”) and 350,551 shares of the Company’s Class B Common Stock (the “Class B Shares” and collectively with the Class A Shares, the “Mendon Shares”) in privately-negotiated transactions to certain Qualified Institutional Buyers and accredited investors for cash (the “Transaction”). | tmb-20200828x8k.htm |
| 2020-07-28 | 8-K | 2020-07-27 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On July 27, 2020, Professional Holding Corp. (the “Company”), the parent company of Professional Bank, announced its financial results for the quarter ended June 30, 2020. 7.01 Attached as Exhibit 99.2 and incorporated herein by reference is a slide presentation (available on the Company’s website at https://myprobank.com/ir/) containing supplemental information regarding results for the quarter ended June 30, 2020. | tmb-20200727x8k.htm |
| 2020-06-19 | 8-K | 2020-06-19 | 7.01 Regulation FD Disclosure | 7.01 As set forth in the letter on Exhibit 99.1, Professional Holding Corp. (the “Company”) has established a new e-mail subscription service which is available at the Investor Relations section of its website. | tmb-20200619x8k.htm |
| 2020-06-09 | 8-K/A | 2020-03-26 | 9.01 Financial Statements and Exhibits | 9.01 (a) Financial statements of businesses acquired. | pfhd-20200326x8ka.htm |
| 2020-05-18 | 8-K | 2020-05-15 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On May 15, 2020, Professional Holding Corp. (the “Company”), the parent company of Professional Bank, announced its financial results for the quarter ended March 31, 2020. 7.01 Attached as Exhibit 99.2 and incorporated herein by reference is a slide presentation (available on the Company’s website at https://myprobank.com/ir/) containing supplemental information regarding results for the quarter ended March 31, 2020. | pfhd-20200515x8k.htm |
| 2020-04-29 | 8-K | 2020-04-28 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 On April 28, 2020, Professional Holding Corp. (the “Company”) held its 2020 Annual Meeting of Shareholders. 8.01 On April 29, 2020, the Company announced its plans concerning the release of its first quarter fiscal year 2020 financial results. | tmb-20200428x8k.htm |
| 2020-04-17 | 8-K | 2020-04-17 | 8.01 Other Events | 8.01 On April 2, 2020, Professional Holding Corp. (the “Company”) began mailing to its shareholders the proxy materials for its Annual Meeting of Shareholders. | pfhd-20200417x8k.htm |
| 2020-03-27 | 8-K | 2020-03-26 | 2.01 Completion of Acquisition or Disposition of Assets; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 2.01 Effective March 26, 2020, Professional Holding Corp. (the “Company”) completed its previously announced merger transaction (the “Merger”) with Marquis Bancorp, Inc. (“MBI”) pursuant to an Agreement and Plan of Merger dated as of August 9, 2019 (the “Merger Agreement”), by and between the Company and MBI. 5.02 Effective upon the consummation of the Merger and in accordance with the Merger Agreement, the Board of Directors of the Company took action to expand the size of the Board to nine (9). 8.01 On March 27, 2020, the Company issued a press release announcing the completion of the Merger, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. | tm2013543d1_8k.htm |
| 2020-03-17 | 8-K | 2020-03-17 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On March 17, 2020, Professional Holding Corp., a Florida corporation (the “Company”), held a special meeting of its shareholders (the “Company special meeting”) in Coral Gables, Florida. | tm2012908d1_8k.htm |
| 2020-03-06 | 8-K | 2020-03-02 | 8.01 Other Events | 8.01 On March 2, 2020, the Board of Directors of Professional Holding Corp. (the “Company”) authorized a stock repurchase plan providing for the repurchase of up to $10.0 million of the Company’s currently outstanding shares of Class A Common Stock. | f8-k.htm |
| 2020-02-12 | 8-K | 2020-02-11 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 On February 11, 2020, Professional Holding Corp. (the “Company”) issued a press release announcing the closing of its initial public offering of 3,565,000 shares of its Class A common Stock, including the full exercise of the underwriters’ option to purchase additional shares, a copy of which is attached hereto as Exhibit 99.1 and incorporate by reference herein. 8.01 On February 11, 2020, the Company closed its initial public offering of 3,565,000 shares of its Class A common Stock (the “Shares”), including the full exercise of the underwriters’ option to purchase additional shares. | tm207757d1_8k.htm |