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FMBI First Midwest Bancorp

Filed: 22 Feb 21, 3:47pm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): February 22, 2021

Graphic
(Exact name of registrant as specified in its charter)

Delaware

001-39320

36-3161078

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

8750 West Bryn Mawr Avenue, Suite 1300, Chicago, Illinois

60631

(Address of principal executive offices)

(ZIP Code)

Registrant’s telephone number, including area code: (708831-7483

N/A

(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):

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

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

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

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:

    

Trading Symbol

    

Name of each exchange on which registered:

Common stock, $0.01 par value

FMBI

The NASDAQ Stock Market

Depositary shares, each representing a 1/40th interest in
a share of 7.000% Fixed Rate Non-Cumulative
Perpetual Preferred Stock, Series A

FMBIP

The NASDAQ Stock Market

Depositary shares, each representing a 1/40th interest in
a share of 7.000% Fixed Rate Non-Cumulative
Perpetual Preferred Stock, Series C

FMBIO

The NASDAQ Stock Market

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 

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 pursuant to Section 13(a) of the Exchange Act. 

Item 8.01

Other Events.

On February 22, 2021, First Midwest Bancorp, Inc. (“First Midwest” or the “Company”) issued a press release announcing quarterly dividends on its common stock and depositary shares and the resumption of its existing stock repurchase program.

The stock repurchase program was approved by the Board of Directors in February of 2020 and authorizes the purchase of up to $200 million of the Company’s common stock.  The program was suspended in March of 2020 as the Company shifted its capital deployment strategy in response to the COVID-19 pandemic.  Prior to the suspension of the program, the Company repurchased shares of its common stock at a total cost of $11.5 million, leaving approximately $188 million of Company common stock available for repurchase under the program.

Stock repurchases under the program may be made from time to time on the open market, in privately negotiated transactions or through accelerated share repurchase programs.  The timing, pricing and amount of any repurchases under the program will be determined by the Company’s management in its discretion.  The program does not obligate the Company to repurchase a specific dollar amount or number of shares, and it may be extended, modified or discontinued at any time.

The press release, dated February 22, 2021, is attached to this report as Exhibit 99.1 and incorporated herein by reference.

Item 9.01Financial Statements and Exhibits.

(d)

Exhibits

99.1

Press Release issued by First Midwest Bancorp, Inc. dated February 22, 2021.

104.0

Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

Forward-Looking Statements

This current report on Form 8-K, including the exhibits attached hereto, as well as any oral statements made by or on behalf of First Midwest, may contain certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  Forward-looking statements include those relating to First Midwest’s stock repurchase program, including the timing and amount of any repurchases under the program.  In some cases, forward-looking statements can be identified by the use of words such as “may,” “might,” “will,” “would,” “should,” “could,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “outlook,” “predict,” “project,” “probable,” “potential,” “possible,” “target,” “continue,” “look forward,” or “assume” and words of similar import.  Forward-looking statements are not historical facts or guarantees of future performance or outcomes, but instead express only management’s beliefs regarding future results or events, many of which, by their nature, are inherently uncertain and outside of management’s control.  It is possible that actual results and events may differ, possibly materially, from the anticipated results or events indicated in these forward-looking statements.  First Midwest cautions you not to place undue reliance on these statements.  Forward-looking statements speak only as of the date made, and First Midwest undertakes no obligation to update any forward-looking statements to reflect new information, events or conditions.  

These statements are subject to certain risks, uncertainties and assumptions, including those discussed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in First Midwest’s Annual Report on Form 10-K for the year ended December 31, 2019 and in First Midwest’s subsequent filings made with the Securities and Exchange Commission.  These risks and uncertainties are not exhaustive, and other sections of these reports describe additional factors that could adversely impact First Midwest’s business and financial performance.

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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.

FIRST MIDWEST BANCORP, INC.

Date:

February 22, 2021

By:

/s/ Nicholas J. Chulos

Nicholas J. Chulos
Executive Vice President, General Counsel and Corporate Secretary

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