[8-K] Lake Shore Bancorp, Inc. /MD/ Reports Material Event

Rhea-AI Filing Summary

Lake Shore Bancorp, Inc. (LSBK) announced that its Board authorized a stock repurchase plan to buy back up to 5% of its outstanding common shares. Repurchases are expected to begin after the one-year anniversary of its recent second step conversion offering, or on July 20, 2026.

The company may repurchase shares in open market or private transactions, including under a Rule 10b5-1 trading plan. Open market purchases will follow SEC Rule 10b-18 and other legal requirements. The program has no expiration date and can be suspended, terminated, or modified at any time. The plan does not obligate the company to repurchase a specific number of shares, and there is no guarantee of the exact amount to be repurchased.

Insights

Corporate actions analyst

Repurchase plan up to 5% begins no earlier than July 20, 2026.

Lake Shore Bancorp approved a buyback authorization for up to 5% of outstanding common shares. Repurchases may occur via open market or private transactions and can be executed under a Rule 10b5-1 plan, with open market activity conducted pursuant to Rule 10b-18.

The company states the program has no expiration and may be suspended, terminated, or modified. There is no obligation to repurchase any specific number of shares, so actual impact depends on management’s execution and market conditions.

Key timing element: repurchases are expected to commence on or after July 20, 2026, following the one-year anniversary of the second step conversion offering.

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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): October 22, 2025

Lake Shore Bancorp, Inc.

(Exact name of Registrant as Specified in Its Charter)

Maryland			001-42754	39-3058424
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
31 East Fourth Street
Dunkirk, New York				14048
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 716 3664070

(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, par value $0.01 per share		LSBK		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 8.01 Other Events.

On October 22, 2025, the Board of Directors of Lake Shore Bancorp, Inc. (the “Company”), the holding company for Lake Shore Bank (the "Bank"), adopted a plan to repurchase up to 5% of its outstanding shares of common stock. Repurchases under the plan are expected to commence following the one-year anniversary of the recently completed second step conversion offering or on July 20, 2026. Shares may be repurchased in open market or private transactions or pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities and Exchange Commission (the “SEC”). Open market purchases will be made in accordance with Rule 10b-18 of the SEC and other applicable legal requirements.

The repurchase program has no expiration date and may be suspended, terminated or modified at any time for any reason. The stock repurchase program does not obligate the Company to purchase any particular number of shares, and there is no guarantee as to the exact number of shares to be repurchased by the Company.

Safe-Harbor

Statements in this Current Report on Form 8-K contain certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, that are based on current expectations, estimates and projections about the Company’s and the Bank's industry, and management’s beliefs and assumptions. Words such as anticipates, expects, intends, plans, believes, estimates and variations of such words and expressions are intended to identify forward-looking statements. Such statements reflect management’s current views of future events and operations. These forward-looking statements are based on information currently available to the Company as of the date of this release. It is important to note that these forward-looking statements are not guarantees of future performance and involve and are subject to significant risks, contingencies, and uncertainties, many of which are difficult to predict and are generally beyond our control including, but not limited to, data loss or other security breaches, including a breach of our operational or security systems, policies or procedures, including cyber-attacks on us or on our third party vendors or service providers, economic conditions, the effect of changes in monetary and fiscal policy, inflation, tariffs, unanticipated changes in our liquidity position, climate change, public health issues, geopolitical conflict, increased unemployment, deterioration in the credit quality of the loan portfolio and/or the value of the collateral securing repayment of loans, reduction in the value of investment securities, the cost and ability to attract and retain key employees, regulatory or legal developments, tax policy changes, and our ability to implement and execute our business plan and strategy and expand our operations. These factors should be considered in evaluating forward looking statements and undue reliance should not be placed on such statements, as our financial performance could differ materially due to various risks or uncertainties. We do not undertake to publicly update or revise our forward-looking statements if future changes make it clear that any projected results expressed or implied therein will not be realized.

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.

			Lake Shore Bancorp, Inc.
Date:	October 23, 2025	By:	/s/ Taylor M. Gilden
			Taylor M. Gilden, Chief Financial Officer and Treasurer

FAQ

What did Lake Shore Bancorp (LSBK) announce?

The Board authorized a stock repurchase plan to buy back up to 5% of outstanding common shares.

When can the LSBK buyback start?

Repurchases are expected to begin on or after July 20, 2026, following the one-year anniversary of the second step conversion offering.

How will LSBK execute the repurchases?

Shares may be repurchased in open market or private transactions, including under a Rule 10b5-1 plan, with open market activity under Rule 10b-18.

Does the repurchase program have an end date?

No. The program has no expiration date and can be suspended, terminated, or modified at any time.

Is LSBK obligated to buy a certain number of shares?

No. The plan does not obligate the company to repurchase any particular number of shares, and there is no guarantee of the exact amount.

What form announced this update for LSBK?

The update was disclosed in an 8-K under Item 8.01 (Other Events).