UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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~~November 216, 2025

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CASS INFORMATION SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

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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 2.02. Results of Operations and Financial Condition.

On October 23, 2025, Cass Information Systems, Inc. (the “Company”) issued a press release announcing its financial results for the third quarter of fiscal 2025. A copy of this press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Also on October 23, 2025, the Company made available on the Investors section of the Company’s website at www.cassinfo.com, an investor presentation that includes information about the Company’s business and developments and certain financial information relating to the third quarter of fiscal 2025. The information contained in the investor presentation is summary information that is intended to be considered in the context of the Company’s Securities and Exchange Commission filings and other public announcements that the Company may make, by press release or otherwise, from time to time. A copy of this investor presentation is attached hereto as Exhibit 99.2 and incorporated herein by reference.

The Company has used, and intends to continue using, the Investors portion of its website to disclose material non-public information and to comply with its disclosure obligations under Regulation FD. Accordingly, investors are encouraged to monitor the Company’s website in addition to following press releases, SEC filings, and public conference calls and webcasts.

The information reported under this Item 2.02 of Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 8.01. Other Events.

On ~~October~~November 216, 2025, the ~~Company’s~~ Board of Directors ~~declared~~of aCass ~~fourth~~Information ~~quarter~~Systems, ~~dividend~~Inc. (the “Company”) voted to authorize the repurchase of $0up to 1,000,000 shares of the Company’s common stock.32 ~~per~~This ~~share~~authorization ~~payable~~replaces onthe ~~December~~July 15, 2025 authorization with respect to ~~shareholders~~the repurchase of ~~record~~up onto ~~December~~500,000 5shares. 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
99.1						Press release issued by Cass Information Systems, Inc. dated October 23, 2025.
99.2						Investor presentation made available on the Investors section of the Company’s website.
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: ~~October~~November 2310, 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

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