[8-K] Bar Harbor Bankshares Reports Material Event

Rhea-AI Filing Summary

VeriSign, Inc. (NASDAQ: VRSN) filed an automatic shelf registration statement (Form S-3 ASR) on 28 Jul 2025. The filing registers for resale—under Rule 415—of up to 4,815,032 existing common shares (5.15 % of the 93,408,594 shares outstanding as of 25 Jul 2025) held by two Berkshire Hathaway affiliates: Berkshire Hathaway Consolidated Pension Plan Master Trust (1,015,032 shares) and Burlington Northern Santa Fe, LLC Master Retirement Trust (3,800,000 shares). VeriSign is not issuing new equity, will receive no proceeds, and its capital structure (1 billion authorized common; 5 million authorized preferred; none outstanding) is unchanged.

The selling stockholders may dispose of shares from time to time through public or private transactions at market or negotiated prices; the prospectus warns that such sales "may have an adverse effect" on VRSN’s market price. After disposition, Berkshire entities would own zero shares. The document incorporates by reference VeriSign’s 2024 10-K, 2025 10-Qs and other filings, reiterating existing Risk Factors (cyber threats, contract renewals, ICANN policy, etc.). Use-of-proceeds, legal matters, and indemnification sections confirm that all registration costs are borne by VeriSign while brokerage fees are borne by the sellers.

Insights

Securities Analyst

TL;DR – Berkshire can exit a 5.15 % stake; potential overhang, no cash to VRSN.

The filing enables two Berkshire trusts to liquidate 4.8 million shares, roughly seven trading days of average volume. Because VeriSign receives no proceeds and is not issuing new stock, fundamentals and per-share metrics remain intact. However, the prospectus itself notes that concentrated sales "may have an adverse effect on the market price," signalling a possible supply overhang. The registration also enlarges the public float, which could modestly improve liquidity once shares are distributed. Overall impact skews slightly negative near term due to potential price pressure, but neutral for long-term operations.

Corporate Governance Expert

TL;DR – Pure secondary offering; governance structure unchanged.

The S-3 ASR is limited to a secondary resale; there is no dilution and no change to VeriSign’s anti-takeover safeguards (Section 203, staggered board, lack of written consent, etc.). Berkshire’s exit does not trigger any change-of-control thresholds. Management retains full strategic flexibility as there are no covenants or lock-ups imposed by the filing. The board’s ability to authorize preferred stock and alter bylaws remains a key defence mechanism highlighted in the prospectus. From a governance standpoint the event is neutral.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT

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PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934

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Date of Report (Date of earliest event reported): July 28, 2025

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BAR HARBOR BANKSHARES

(Exact Name of Registrant as Specified in its Charter)

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Maine	001-13349	01-0393663
(State or Other Jurisdiction) of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)
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PO Box 400	​	04609-0400
82 Main Street	​	(Zip Code)
Bar Harbor, Maine	​	​
(Address of Principal Executive Offices)	​	​

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Registrant’s telephone number, including area code: (207) 288-3314

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Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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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):

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

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

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

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

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

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Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $2.00 per share	BHB	NYSE American

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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).

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Emerging growth company  ☐

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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 7.01 Regulation FD Disclosure

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On July 28, 2025, Bar Harbor Bankshares (the “Company”) made available its investor presentation that the Company intends to utilize in connection with investor meetings on July 29, 2025. A copy of the presentation is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Report”) and is incorporated by reference herein. The investor presentation is also available on the Company’s website located at www.barharbor.bank/about-us/shareholder-relations/investor-presentations.

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Note Regarding Forward-Looking Statements

This Report contains forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The use of words such as “anticipate,” “believe,” “continue,” “could,” “endeavor,” “estimate,” “expect,” “anticipate,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will” or “would” or the negative of such words or other similar expressions can be used to identify forward-looking statements. Each forward-looking statement is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such statement. These and other risks and uncertainties are described in additional detail in the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, its Form 10-Q for the Three Months Ended March 31, 2025 and its other filings made with the Securities and Exchange Commission from time to time. Although the Company’s forward-looking statements reflect the good faith judgment of its management, these statements are based only on facts and factors currently known by the Company. As a result, you are cautioned not to rely on these forward-looking statements. Any forward-looking statement made in this Report speaks only as of the date on which it is made. Except as required by applicable law, the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

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Item 9.01 Financial Statements and Exhibits

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(d) Exhibits.

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Exhibit No.		Description
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99.1	​	Investor Presentation dated July 2025
104	​	Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document

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SIGNATURES

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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.

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​	Bar Harbor Bankshares
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July 28, 2025	By:	/s/ Curtis C. Simard
​	​	Curtis C. Simard
​	​	President and CEO

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