[8-K] CASS INFORMATION SYSTEMS INC Reports Material Event

Rhea-AI Filing Summary

Cass Information Systems authorized a new share repurchase program of up to 1,000,000 shares of common stock, effective November 6, 2025. This replaces the July 15, 2025 authorization for up to 500,000 shares, leaving 1,000,000 shares available. The authorization has no expiration date.

Repurchases may occur via open market purchases, privately negotiated transactions, or Rule 10b5-1 plans, in accordance with applicable laws. The company cites three aims: provide capital return flexibility, offset dilution from employee stock-based compensation, and reduce share count when opportunities are attractive.

The timing and amount of any repurchases will depend on factors such as plan constraints, price, market conditions, alternative investment opportunities, and maintaining regulatory capital above minimums. The authorization does not obligate any purchases and may be modified or terminated at any time. Purchases will be funded with cash on hand.

Insights

Capital allocation analyst

New buyback authorization up to 1,000,000 shares; execution discretionary.

Cass approved repurchases of up to 1,000,000 shares, replacing a prior 500,000-share program. The authorization has no expiration and may use open market, private transactions, or Rule 10b5-1 plans. Funding will come from cash on hand, indicating potential cash outflows when repurchases occur.

Actual repurchase activity depends on price, market conditions, alternative opportunities, and maintaining regulatory capital above minimums. The company also aims to offset dilution from stock-based compensation and reduce share count when terms are attractive.

Since timing and amounts are discretionary and not specified, the near-term impact is uncertain and will be determined by future execution and capital considerations after November 6, 2025.

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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): November 6, 2025

______________________

CASS INFORMATION SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

______________________

Missouri			000-20827			43-1265338
(State or other jurisdiction of incorporation or organization)			(Commission File Number)			(I.R.S. Employer Identification No.)

12444 Powerscourt Drive, Suite 550 St. Louis, Missouri			63131
(Address of principal executive offices)			(Zip Code)

(314) 506-5500

(Registrant’s telephone number, including area code)

______________________

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:

☐			Written communications pursuant to Rule 425 under the Securities Act.
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act.
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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, par value $0.50 per share

CASS

Nasdaq Global Select 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 November 6, 2025, the Board of Directors of Cass Information Systems, Inc. (the “Company”) voted to authorize the repurchase of up to 1,000,000 shares of the Company’s common stock. This authorization replaces the July 15, 2025 authorization with respect to the repurchase of up to 500,000 shares. As such, the Company has 1,000,000 shares of common stock available for repurchase, effective November 6, 2025. The repurchase authorization does not have an expiration date.

Repurchases may be made through a variety of methods, which could include open market purchases, privately negotiated transactions, or otherwise in accordance with applicable federal securities laws, including repurchase plans that satisfy the conditions of Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

The Company expects to repurchase outstanding shares from time to time to: (i) provide additional capital return flexibility going forward, in line with the Company’s commitment to return to shareholders excess capital that is not needed to support balance sheet growth and acquisition opportunities; (ii) offset the dilutive impact of employee stock-based compensation plans, such as restricted stock unit vesting; and (iii) reduce share count via share repurchases as and when attractive opportunities arise.

The actual timing, number and value of shares repurchased under the repurchase authorization will depend on a number of factors, including constraints specified in any Rule 10b5-1 trading plans, price, general business and market conditions, alternative investment opportunities, and the Company’s need to maintain regulatory capital levels above minimum capital requirements. The repurchase authorization does not obligate the Company to acquire any specific number of shares in any period, and may be expanded, extended, modified or terminated at any time. Payment for shares repurchased will be funded using the Company's cash on hand.

Item 9.01.    Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit Number						Description
104						Cover Page Interactive Data File (embedded within the 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: November 10, 2025

			CASS INFORMATION SYSTEMS, INC.
			By:			/s/ Martin H. Resch
			Name:			Martin H. Resch
			Title:			President and Chief Executive Officer
			By:			/s/ Michael J. Normile
			Name:			Michael J. Normile
			Title:			Executive Vice President and Chief Financial Officer

FAQ

What did CASS announce in its 8-K?

CASS authorized the repurchase of up to 1,000,000 shares of its common stock, effective November 6, 2025.

Does the new CASS buyback replace a prior program?

Yes. It replaces the July 15, 2025 authorization for up to 500,000 shares.

Is there an expiration date for the CASS repurchase authorization?

No. The authorization has no expiration date.

How will CASS fund share repurchases?

The company states repurchases will be funded using cash on hand.

What methods can CASS use to repurchase shares?

Methods include open market purchases, privately negotiated transactions, and Rule 10b5-1 plans.

What factors will influence CASS’s repurchase timing and size?

Factors include plan constraints, price, market conditions, alternative opportunities, and maintaining regulatory capital above minimums.

What are CASS’s stated objectives for the buyback?

To provide capital return flexibility, offset stock-based compensation dilution, and reduce share count when opportunities are attractive.