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~~ July 218, 2024

CULLMAN BANCORP, INC.

(Exact Name of Registrant as Specified in Charter)

Maryland	001-40607	61-1990996
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

316 Second Avenue, SW, Cullman, Alabama	35055
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (256) 734-1740

Not Applicable

(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 (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 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		CULL		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 53.~~07 Submission~~01. Notice of ~~Matters~~Delisting or Failure to Satisfy a ~~Vote~~Continued ofListing ~~Security~~Rule ~~Holders~~or Standard; Transfer of Listing.

On ~~May~~July 218, ~~2023~~2024, Cullman Bancorp, Inc. ~~held~~(the “Company”) notified the NASDAQ Stock Market of its ~~Annual~~intent ~~Meeting~~to file a Notification of ~~Stockholders. At~~Removal from Listing and/or Registration Under Section 12(b) of the ~~Annual~~Securities ~~Meeting~~Exchange Act of 1934, ~~stockholders~~as ~~considered~~amended (the ~~election~~ of“Exchange ~~directors~~Act”), with the Securities and Exchange Commission (the ~~ratification~~“SEC”) on or about July 18, 2024 to effect the voluntary delisting of its common stock from NASDAQ. The Company expects the ~~independent~~delisting ~~registered~~will ~~public~~be ~~accounting~~effective ~~firm~~on or about July 18, 2024. The ~~results~~Company also announced its intention to terminate the registration of its common stock under Section 12(b) of the ~~voting~~Exchange ~~are~~Act ~~set~~and ~~forth~~to ~~below~~suspend its periodic reporting obligations with the SEC. The Company has applied to have its shares quoted on the OTCQX Market following NASDAQ delisting.

1.A ~~The~~copy ~~election~~of the press release announcing the Company’s intention to delist and deregister its shares of ~~Directors,~~common ~~each~~stock ~~for~~is afiled ~~three-year~~as ~~term~~Exhibit 99.1 hereto and is incorporated herein by reference.

	For	Withhold	Broker Non-Votes
Dr. Paul D. Bussman	3,631,398	1,036,416	1,248,726
Gregory T. Barksdale	3,697,600	970,214	1,248,726

Item 9.01

Financial Statements and Exhibits.

2(d) Exhibits. ~~The ratification of the appointment of Crowe LLP as independent registered public accounting firm for the year ending December 31, 2024.~~

For		Against		Abstain		Broker Non-Votes
5,582,781		324,282		9,477		0

Exhibit Number Description

99.1

Press Release dated July 8, 2024

104

Cover Page Interactive Data File (embedded within 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.

		CULLMAN BANCORP, INC.
DATE: May 23, 2024	By:	/s/ John A. Riley, III
DATE: July 8, 2024	By:	/s/ John A. Riley, III
		John A. Riley, III
		President and Chief Executive Officer

Filing Compare · Cullman Bancorp, Inc. /MD/