Prime Meridian Holding Company

09/23/2024 | Press release | Distributed by Public on 09/23/2024 09:31

Material Event Form 8 K

Item 8.01.

Other Events.

On September 23, 2024, Prime Meridian Holding Company (the "Company") announced that it had adopted a share repurchase program. Under this repurchase program, the maximum amount the Company will spend to repurchase shares of its common stock is $5,000,000, subject to market conditions. The repurchases will be made from time to time by the Company in the open market as conditions allow. The Program period is from September 23, 2024 to December 31, 2024, unless shortened or extended by the Company's Board of Directors. The stock repurchase program does not obligate the Company to repurchase any specified number of shares of its common stock. Purchases will be conducted in accordance with the limitations set forth in Rule 10b-18 of the Securities and Exchange Commission. The number, price, and timing of the repurchases, if any, will be at the Company's sole discretion and will depend on a number of factors, including market and economic conditions, liquidity and capital needs, and other factors. There is no assurance that the Company will purchase any shares under the program.

In addition, the Company intends to adopt a trading plan in accordance with the requirements of Rule 10b-5 of the Securities and Exchange and Commission. Adopting this trading plan allows the Company to repurchase its shares at times when it might otherwise be prevented from doing so due to self-imposed trading blackout periods or pursuant to insider trading laws. Under the Rule 10b5-1 trading plan, the Company's third-party broker, subject to certain limitations, will have authority to purchase the Company's common stock in accordance with the terms of the plan.

The information in this report shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

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