Cass Information Systems Inc.
11/10/2025 | Press release | Distributed by Public on 11/10/2025 07:22
Material Event (Form 8-K)
Item 8.01. Other Events.
On November 6, 2025, the Board of Directors of Cass Information Systems, Inc. (the "Company") voted to authorize the repurchase of up to 1,000,000 shares of the Company's common stock. This authorization replaces the July 15, 2025 authorization with respect to the repurchase of up to 500,000 shares. As such, the Company has 1,000,000 shares of common stock available for repurchase, effective November 6, 2025. The repurchase authorization does not have an expiration date.
Repurchases may be made through a variety of methods, which could include open market purchases, privately negotiated transactions, or otherwise in accordance with applicable federal securities laws, including repurchase plans that satisfy the conditions of Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.
The Company expects to repurchase outstanding shares from time to time to: (i) provide additional capital return flexibility going forward, in line with the Company's commitment to return to shareholders excess capital that is not needed to support balance sheet growth and acquisition opportunities; (ii) offset the dilutive impact of employee stock-based compensation plans, such as restricted stock unit vesting; and (iii) reduce share count via share repurchases as and when attractive opportunities arise.
The actual timing, number and value of shares repurchased under the repurchase authorization will depend on a number of factors, including constraints specified in any Rule 10b5-1 trading plans, price, general business and market conditions, alternative investment opportunities, and the Company's need to maintain regulatory capital levels above minimum capital requirements. The repurchase authorization does not obligate the Company to acquire any specific number of shares in any period, and may be expanded, extended, modified or terminated at any time. Payment for shares repurchased will be funded using the Company's cash on hand.
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