First Business Financial (NASDAQ: FBIZ) details director retirement and new audit chair

Rhea-AI Filing Summary

First Business Financial Services, Inc. reported a planned board transition. Director Ralph R. Kauten notified the company that he will retire from the Board of Directors at the conclusion of the 2026 Annual Meeting of Shareholders, expected on or about April 24, 2026.

Mr. Kauten has served on the board since 2018 and is retiring in line with the company’s Director Retirement Policy upon reaching age 75. The company stated that his retirement does not involve any disagreement on operations, policies, or practices. Jason R. Graham will succeed Mr. Kauten as Chair of the Audit Committee upon his retirement.

8-K Event Classification

2 items: 5.02, 9.01

2 items

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 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

0001521951false00015219512026-01-292026-01-29

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): January 29, 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

N/A

(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 January 29, 2026, Ralph R. Kauten provided First Business Financial Services, Inc. (the "Company") with notice of his intention to retire from the Company’s Board of Directors (the “Board”) effective as of the conclusion of the 2026 Annual Meeting of Shareholders, which is expected to be held on or about April 24, 2026. Mr. Kauten has served on the Board since 2018. Mr. Kauten’s retirement is in accordance with reaching the age of 75 as outlined in the Director Retirement Policy and did not involve any disagreement with the Company on any matter relating to the registrant’s operations, policies, or practices. Jason R. Graham will succeed Mr. Kauten as the Chair of the Audit Committee upon the effective date of Mr. Kauten’s retirement.

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:
	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.

February 2, 2026				FIRST BUSINESS FINANCIAL SERVICES, INC.
				By:		/s/ Brian D. Spielmann
				Name:		Brian D. Spielmann
				Title:		Chief Financial Officer

FAQ

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

First Business Financial Services announced that director Ralph R. Kauten will retire from its Board of Directors at the conclusion of the 2026 Annual Meeting of Shareholders. His departure follows the company’s Director Retirement Policy tied to reaching age 75.

When will Ralph R. Kauten’s retirement from the FBIZ board become effective?

Ralph R. Kauten’s retirement will be effective at the conclusion of the 2026 Annual Meeting of Shareholders, which is expected to be held on or about April 24, 2026. He will continue serving as a director until that meeting concludes.

Why is Ralph R. Kauten retiring from the First Business Financial Services board?

Ralph R. Kauten is retiring in accordance with First Business Financial Services’ Director Retirement Policy after reaching age 75. The company noted his retirement does not involve any disagreement over its operations, policies, or practices, indicating a routine, policy-based transition.

Who will become Chair of the Audit Committee at First Business Financial Services?

Jason R. Graham will succeed Ralph R. Kauten as Chair of the Audit Committee at First Business Financial Services. His appointment as chair becomes effective upon the date of Mr. Kauten’s retirement at the conclusion of the 2026 Annual Meeting of Shareholders.

Did Ralph R. Kauten’s retirement involve any disagreement with First Business Financial Services?

The company stated that Ralph R. Kauten’s retirement did not involve any disagreement with First Business Financial Services regarding its operations, policies, or practices. His departure is described as being in accordance with the company’s age-based Director Retirement Policy.