[8-K] Citizens Community Bancorp, Inc. Reports Material Event

Rhea-AI Filing Summary

Citizens Community Bancorp, Inc. (NASDAQ: CZWI) filed an 8-K covering two items.

• Item 2.02 – Results of Operations: the Company released its financial results for the three and six months ended 30 June 2025 and posted an earnings supplement and slide deck (Exhibits 99.1-99.3). Specific revenue, EPS or margin figures are contained only in those exhibits and are not reproduced in this filing.
• Item 8.01 – Stock Repurchase Program: on 24 July 2025 the Board authorized a share buyback of up to 499 thousand common shares, equal to roughly 5 % of outstanding stock. Purchases may occur in the open market, privately negotiated transactions, block trades or Rule 10b5-1 plans and can be modified, suspended or terminated at any time.

No other material events, acquisitions, or leadership changes were disclosed. The exhibits are furnished— not filed— and therefore are excluded from Section 18 liability.

Positive

• Authorization to repurchase up to 5 % of outstanding shares provides potential EPS accretion and signals board confidence in valuation.

Negative

• None.

Insights

Sell-side Financial Analyst

TL;DR: 5 % buyback authorization signals management confidence; earnings data absent from 8-K; net sentiment modestly positive.

The ability to repurchase nearly half a million shares gives management flexibility to deploy excess capital and should be EPS-accretive if executed below intrinsic value. While the filing references Q2 results, investors must review Exhibits 99.1-99.3 for hard numbers, so the valuation impact cannot yet be quantified. Still, a 5 % authorization is sizable for a community bank and typically indicates board confidence in future cash flow generation. I view the disclosure as incrementally positive, though its ultimate benefit depends on execution price and pace.

Corporate Governance Specialist

TL;DR: Governance impact neutral; repurchase plan follows standard Rule 10b-18 safeguards.

The buyback was approved in advance of the earnings release and includes flexible mechanisms (open-market, block, 10b5-1). The board retained discretion to alter or suspend the program, aligning with best-practice controls. Because no funding source or cap-ex trade-off was disclosed, the governance risk appears low. Given normal safeguards and lack of other material changes, I classify the event as neutral-to-positive for shareholders.

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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):  July 28, 2025

CITIZENS COMMUNITY BANCORP, INC.

(Exact name of registrant as specified in its charter)

Maryland

(State or other jurisdiction of incorporation)

001-33003						20-5120010
(Commission File Number)						(I.R.S. Employer Identification No.)

2174 EastRidge Center

Eau Claire, WI 54701

(Address and Zip Code of principal executive offices)

715-836-9994

(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 (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 or to be 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, $.01 par value per share			CZWI			NASDAQ Global 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 2.02.  Results of Operations and Financial Condition.

On July 28, 2025, Citizens Community Bancorp, Inc. (the “Company”) issued a press release announcing our financial results for the three and six months ended June 30, 2025, and posted its Earnings Release Supplement and Earnings Release Presentation to its website. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K, a copy of the Earnings Release Supplement is attached hereto as Exhibit 99.2 and a copy of the Earnings Release Presentation is attached hereto as Exhibit 99.3. The attached Exhibits 99.1, 99.2 and 99.3 are furnished pursuant to Item 2.02 of Form 8-K.

The information in this Item 2.02, Item 9.01 and Exhibits 99.1, 99.2 and 99.3 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of such section, nor shall it be deemed incorporated by reference in any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Item 8.01. Other Events.

On July 24, 2025, the Board of Directors of Citizens Community Bancorp, Inc. (the “Company”), approved a stock repurchase program. Under this program the Company may repurchase 499 thousand shares of its common stock, or approximately 5% of the current outstanding shares. The repurchase program permits shares to be repurchased in open market or private transactions, from time to time, through block trades, and pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities and Exchange Commission.

Repurchases may be made at management’s discretion at prices management considers to be attractive and in the best interests of both the Company and its stockholders, subject to the availability of stock, general market conditions, the applicable trading price, future alternative advantageous uses for capital, and the Company’s financial performance. Open market purchases will be conducted in accordance with the limitations set forth in Rule 10b -18 of the Securities and Exchange Commission and other applicable legal requirements.

The repurchase program may be suspended, terminated or modified at any time for any reason, including market conditions, the cost of repurchasing shares, the availability of alternative investment opportunities, liquidity, and other factors deemed appropriate. These factors may also affect the timing and amount of share repurchases. The repurchase program does not obligate the Company to purchase any particular number of shares.

Item 9.01.  Financial Statements and Exhibits.

(d)    Exhibits.  The following exhibit is being furnished herewith:

99.1			Press Release dated July 28, 2025
99.2			Earnings Release Supplement dated July 28, 2025
99.3			Earnings Release Presentation dated July 28, 2025
104			The cover page from this Current Report on Form 8-K in Inline XBRL (Extensible Business Reporting Language)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CITIZENS COMMUNITY BANCORP, INC.

Date: July 28, 2025

By:

/s/ James S. Broucek

James S. Broucek

Chief Financial Officer

FAQ

What share repurchase did Citizens Community Bancorp (CZWI) announce?

The Board approved a program to buy back up to 499 thousand common shares, roughly 5 % of shares outstanding.

When was the CZWI buyback program approved?

The authorization was approved on 24 July 2025.

How will Citizens Community Bancorp execute the repurchases?

Shares may be bought in open-market or private transactions, block trades or under Rule 10b5-1 trading plans, subject to Rule 10b-18 limits.

Does the 8-K include CZWI’s Q2 2025 financial numbers?

No. The filing references a press release and presentations (Exhibits 99.1-99.3) that contain the detailed figures.

Can the CZWI share repurchase program be changed?

Yes. The board may suspend, terminate or modify the program at any time based on market or corporate considerations.