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Scott Ferris joins First Business Financial (FBIZ) board and risk committees

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

First Business Financial Services, Inc. announced that its Board of Directors has expanded from eight to nine members and appointed Scott M. Ferris as a Class III director effective June 1, 2026. He will serve on the Audit Committee and Operational Risk Committee.

Ferris recently retired from BMO Financial Group after a long career leading commercial banking within its Financial Institutions Group and holding senior roles across commercial and corporate banking. The Board has determined he qualifies as an independent director under Nasdaq and Securities Exchange Act rules, and he will receive the standard compensation for non-employee directors.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Class III Director financial
"appointed Mr. Scott M. Ferris as a Class III Director to fill the vacancy"
A Class III director is a board member placed in one of the numbered groups used by companies with a staggered (or “classified”) board; that director’s seat typically comes up for election in the third year of a three-year rotation. For investors this matters because staggered terms create continuity but also make it harder to replace the whole board quickly, affecting shareholder influence, takeover dynamics and how fast new strategy or accountability can be implemented — like replacing only some players on a sports team each season instead of the whole roster at once.
Audit Committee financial
"Mr. Ferris was also appointed to the Board’s Audit Committee and Operational Risk Committee"
A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.
Operational Risk Committee financial
"appointed to the Board’s Audit Committee and Operational Risk Committee"
independent director financial
"The Board has determined that Mr. Ferris is an “independent director” for purposes of the applicable rules"
An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.
Regulation FD Disclosure regulatory
"Item 7.01 Regulation FD Disclosure. A copy of the Company’s press release"
Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.
Understanding 8-K Material Events →
false000152195100015219512026-05-222026-05-22

 

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): May 22, 2026

 

 

First Business Financial Services, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Wisconsin

001-34095

39-1576570

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

401 Charmany Drive

 

Madison, Wisconsin

 

53719

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 608 238-8008

 

 

(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:

☐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, $0.01 par value

 

FBIZ

 

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. ☐

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 22, 2026 the Board of Directors (the “Board”) of First Business Financial Services, Inc. (the “Company”) increased the number of Directors constituting the entire Board from eight (8) to nine (9), and, in accordance with Section 3.10 of the Company’s Amended and Restated By-laws, appointed Mr. Scott M. Ferris as a Class III Director to fill the vacancy created by this increase. Mr. Ferris was also appointed to the Board’s Audit Committee and Operational Risk Committee.

 

Mr. Ferris retired from BMO Financial Group in 2025, where he served as the Managing Director responsible for the commercial banking business within the Financial Institutions Group from November 2006 to January 2025. He joined BMO Harris Bank in 1985 and held various roles across commercial and corporate banking before assuming senior leadership positions within the Financial Institutions Group. Mr. Ferris brings deep expertise in credit, liquidity, market, and operational risk management, along with experience working with banking and market regulators.

 

There was no arrangement or understanding between Mr. Ferris and any other persons pursuant to which Mr. Ferris was selected to serve as a Director of the Company. Also, Mr. Ferris has no relationships or related party transactions with the Company required to be disclosed pursuant to Item 404(a) of Regulation S-K. Other than being entitled to the compensation payable to non-employee Directors as disclosed in the Company’s proxy statement for its Annual Meeting of Shareholders on April 24, 2026, Mr. Ferris is not a party to any plans, contracts or arrangements providing for any grants, awards or other compensation payable to Mr. Ferris by the Company.

 

The Board has determined that Mr. Ferris is an “independent director” for purposes of the applicable rules of the Nasdaq Stock Market and the Securities exchange Act of 1934, as amended.

Item 7.01 Regulation FD Disclosure.

A copy of the Company’s press release, dated May 28, 2026, relating to the appointment of Mr. Ferris is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(a)

Not applicable

 

 

(b)

Not applicable

 

 

(c)

Not applicable

 

 

(d)

Exhibits. The following exhibits are being furnished herewith:

 

 

99.1 Press Release by First Business Financial Services, Inc. dated May 28, 2026.

 

 

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.

 

May 28, 2026

FIRST BUSINESS FINANCIAL SERVICES, INC.

By:

/s/ Brian D. Spielmann

Name:

Brian D. Spielmann

Title:

Chief Financial Officer

 

 

 

img222733400_0.jpg

Press Release

 

Contact:

Brian D. Spielmann

Chief Financial Officer

First Business Financial Services, Inc.

608-232-5970

bspielmann@firstbusiness.bank

 

Scott M. Ferris Appointed to First Business Financial Services, Inc. Board of Directors

 

MADISON, WI – May 28, 2026 – First Business Financial Services, Inc. (the “Company”) (Nasdaq: FBIZ) is pleased to announce the appointment of Scott M. Ferris to its Board of Directors as of June 1, 2026.

 

“We are very pleased to have Scott Ferris join the Company’s Board of Directors,” stated Dave Seiler, President and CEO. “His extensive experience in financial services, capital markets, and risk oversight will be invaluable as the Company continues to execute its long-term growth strategy.”

 

Mr. Ferris stated, “I am honored to join the Board of Directors and look forward to supporting the Company’s continued growth and long-term success. The Company has an outstanding reputation, and I am excited to be part of what lies ahead.”

 

Mr. Ferris retired from BMO Financial Group, where he served as the Managing Director leading the commercial banking business within the Financial Institutions Group from November 2006 to January 2025. He joined BMO in 1985 and held roles across commercial and corporate banking before advancing into senior leadership positions, including Managing Director and Head of BMO’s U.S. Financial Institutions Commercial Banking Group. Mr. Ferris brings deep expertise in credit, liquidity, market, and operational risk management, along with experience working with banking and market regulators.

 

About First Business Bank

First Business Bank specializes in Business Banking, including Commercial Banking and Specialty Finance, Private Wealth, and Bank Consulting Services, and through its refined focus delivers unmatched expertise, accessibility, and responsiveness. Specialty Finance solutions are delivered through First Business Bank’s wholly owned subsidiary First Business Specialty Finance, LLC. First Business Bank is a wholly owned subsidiary of First Business Financial Services, Inc. (Nasdaq: FBIZ). For additional information, visit firstbusiness.bank.

 

### End of Release ###

 

Source: View Original Filing on SEC EDGAR

FAQ

What did First Business Financial Services (FBIZ) announce in this 8-K filing?

First Business Financial Services announced the appointment of Scott M. Ferris to its Board of Directors as a Class III director effective June 1, 2026. The Board also increased its size from eight to nine members to accommodate this new position.

Who is Scott M. Ferris, the new director at First Business Financial Services (FBIZ)?

Scott M. Ferris is a retired executive from BMO Financial Group, where he led the commercial banking business within the Financial Institutions Group. He joined BMO in 1985 and advanced into senior leadership roles, gaining extensive experience in credit, liquidity, market, and operational risk management.

Which board committees will Scott M. Ferris serve on at First Business Financial Services (FBIZ)?

Scott M. Ferris will serve on the Audit Committee and the Operational Risk Committee of First Business Financial Services’ Board. These assignments align with his background in risk management and oversight of financial institutions during his tenure at BMO Financial Group.

Is Scott M. Ferris considered an independent director at First Business Financial Services (FBIZ)?

Yes, the Board determined that Scott M. Ferris is an independent director under applicable Nasdaq Stock Market rules and the Securities Exchange Act of 1934. This means he meets regulatory criteria for independence from the company’s management and certain related-party relationships.

How will Scott M. Ferris be compensated as a director of First Business Financial Services (FBIZ)?

Scott M. Ferris will receive the standard compensation payable to non-employee directors as described in the company’s April 24, 2026 proxy statement. He is not party to any additional plans, contracts, or special arrangements for grants, awards, or other compensation from the company.

Filing Exhibits & Attachments

2 documents

Press Releases

Other Documents