Form 8-K - Current report

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):   January 18, 2024

CULLMAN BANCORP, INC.

(Exact Name of Registrant as Specified in Charter)

Maryland	001-40607	61-1990996
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

316 Second Avenue, SW, Cullman, Alabama	35055
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: [phone]

Not Applicable

(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(s)		Name of each exchange on which registered
Common Stock, Par Value $0.01 Per Share		CULL		The Nasdaq Stock Market, LLC

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. ☐

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Item 8.01

Other Events

On January 18, 2024, the Board of Directors of Cullman Bancorp, Inc. (the “Company”) approved a dividend of $0.12 per share, payable on February 21, 2024 to stockholders of record on February 1, 2024.  In addition, the Company issued a press release announcing the declaration of the dividend.  The press release is attached to this Current Report as Exhibit 99.1.

Item 9.01

Financial Statements and Exhibits

(d)	Exhibits
	Exhibit No.	Exhibit
	99.1	Press release dated January 18, 2024
	104	Cover Page Interactive Data File (embedded within Inline XBRL document)

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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.

		CULLMAN BANCORP, INC.
DATE: January 19, 2024	By:	/s/ John A. Riley, III
		John A. Riley, III
		President and Chief Executive Officer

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact:	John A. Riley, III President and Chief Executive Officer
Telephone:	[phone]

CULLMAN BANCORP, INC.

ANNOUNCES PAYMENT OF ANNUAL CASH DIVIDEND OF $0.12 PER SHARE

Cullman, Alabama, January 18, 2024 — Cullman Bancorp, Inc. (the “Company”) (Nasdaq: CULL), the holding company for Cullman Savings Bank, announced that the Company has declared the payment of an annual cash dividend.  The dividend of $0.12 per share will be paid on February 21, 2024 to stockholders of record as of February 1, 2024.

John A. Riley, III, President and Chief Executive Officer of the Company, stated “This dividend reflects our ongoing commitment to delivering stockholder value. We look forward to continuing to provide such value in the future.”

Forward-Looking Statements

Certain statements contained herein constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  Such statements may be identified by words such as “may,” “will,” “would,” “intend,” “believe,” “expect,” “plan,” “estimate,” “anticipate,” “continue,” or similar terms or variations on those terms, or the negative of those terms. These statements are based upon the current beliefs and expectations of Company management and are subject to significant risks and uncertainties. Actual results may differ materially from those set forth in the forward-looking statements as a result of numerous factors.  Factors that could cause such differences to exist include, but are not limited to: the effects of any pandemic disease, natural disaster, war, act of terrorism, accident, or similar action or event; those related to the real estate and economic environment, particularly in the market areas in which the Company operates; inflation; fiscal and monetary policies of the U.S. Government; changes in government regulations affecting financial institutions, including regulatory compliance costs and capital requirements; fluctuations in the adequacy of loan loss reserves; decreases in deposit levels necessitating increased borrowing to fund loans and investments; operational risks including, but not limited to, cybersecurity, fraud and natural disasters; the risk that the Company may not be successful in the implementation of its business strategy; changes in prevailing interest rates; credit risk management; asset-liability management; and other risks described in the Company’s filings with the Securities and Exchange Commission, which are available at the SEC’s website, www.sec.gov.

The Company wishes to caution readers not to place undue reliance on any such forward looking statements, which speak only as of the date made. The Company wishes to advise readers that the factors listed above or other factors could affect the Company’s financial performance and could cause the Company’s actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements. The Company does not undertake and specifically disclaims any obligation to publicly release the results of any revisions, which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

About Cullman Bancorp, Inc.

The Company is a Maryland corporation based in Cullman, Alabama. The Company’s banking subsidiary, Cullman Savings Bank, opened in 1887 and currently operates three full-service offices in Cullman, Alabama and one full-service office in Hanceville, Alabama.

Document and Entity Information	Jan. 18, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 18, 2024
Entity File Number	001-40607
Entity Registrant Name	Cullman Bancorp, Inc. /MD/
Entity Central Index Key	0001845799
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	61-1990996
Entity Address, Address Line One	316 SECOND AVENUE SW
Entity Address, City or Town	CULLMAN
Entity Address, State or Province	AL
Entity Address, Postal Zip Code	35055
City Area Code	256
Local Phone Number	734-1740
Title of 12(b) Security	Common Stock, Par Value $0.01 Per Share
Trading Symbol	CULL
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false

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