First Seacoast Bancorp Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

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):  June 11, 2024

(Exact Name of Registrant as Specified in Charter)

Registrant's telephone number, including area code:  (603) 742-4680

(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.):

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

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

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. ☐

On June 11, 2024, First Seacoast Bank (the “Tenant”), the wholly-owned subsidiary of First Seacoast Bancorp, Inc. (the “Company”), and FNLR 1SEA LLC (the “Landlord”) entered into a Master Lease (the “Master Lease”) providing for the lease of four real properties (the “Properties”) formerly owned by the Tenant.  The Properties comprise the Tenant’s main office and branch offices.

Concurrent with the execution of the Master Lease, the Tenant sold the Properties to the Landlord for a cash purchase price of approximately $7.5 million.  Pursuant to the Master Lease, the Tenant will lease the Properties for an initial term of 15 years, with one renewal option of 15 years.

Also concurrent with the execution of the Master Lease, the Company entered into a Guaranty of Lease in favor of the Landlord, providing for the guaranty of the Tenant’s obligations under the Master Lease.

The Tenant expects to recognize a pre-tax gain of approximately $2.5 million on this sale-leaseback transaction.  The Master Lease provides for aggregate annual lease payments of approximately $678,000 for the Properties.

The foregoing description of the Master Lease and the Guaranty of Lease is qualified in its entirety by reference to the Master Lease and the Guaranty of Lease, which are filed as exhibits hereto and incorporated in this Item 1.01 by reference.

On June 17, 2024, First Seacoast Bank and Mountainseed Real Estate Services, LLC issued a joint press release announcing the sale leaseback transaction.  A copy of the press release is furnished as an exhibit hereto and is incorporated into this Item 8.01 by reference.

	(d)          Exhibits
	10.1	Master Lease dated June 11, 2024
	10.2	Guaranty of Lease dated June 11, 2024
	99.1	Joint Press Release dated June 17, 2024
	104	Cover Page Interactive Data File (Embedded within Inline XBRL document)

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.

Dated:   June 17, 2024		FIRST SEACOAST BANCORP, INC.
	By:	/s/ James R. Brannen
		James R. Brannen
		President and Chief Executive Officer