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): ~~August~~September 2226, 2022

BankGuam Holding Company

(Exact name of registrant as specified in its charter)

Guam

000-54483

66-0770448

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

111 W. Chalan Santo Papa

Hagatna, Guam

96910

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (671) 472-5300

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

None

N/A

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.

At ~~its~~the ~~meeting~~2022 Annual Meeting of Shareholders held on ~~August~~July 2225, 2022, BankGuam Holding Company’s (the ~~Board~~“Company”) ofshareholders ~~Directors~~approved ofan amendment to the Company’s ~~declared~~Articles aof ~~quarterly~~Incorporation, ~~cash~~whereby ~~dividend~~the ofCompany ~~$0.10~~would ~~per~~effect ~~share~~a 1-for-500 reverse stock split (the ~~holders~~“Reverse Stock Split”) of its common stock, ~~and~~eliminate afractional ~~dividend~~shares ~~payment~~resulting tofrom the ~~holders~~Reverse ofStock Split, and pay cash consideration for such resulting fractional shares at the ~~Company’s~~rate 7of $14.~~08%~~75 ~~Floating~~per ~~Rate~~pre-split ~~Noncumulative~~share, ~~Preferred~~and, ~~Stock~~as a result, ~~Series~~each A.stockholder ~~The~~owning ~~Company~~fewer ~~issued~~than a500 ~~press~~shares ~~release~~of oncommon ~~August 26,~~stock ~~2022~~prior ~~regarding~~to the ~~dividend~~Reverse ~~payments.~~Stock ~~The~~Split ~~dividends~~ will behave ~~paid~~such onshares ~~September 30,~~canceled ~~2022~~and converted into the right to ~~shareholders~~receive $14.75 for each share of ~~record~~such onstock ~~September 15,~~held ~~2022~~prior to the Reverse Stock Split.

AOn ~~copy~~September 26, 2022, the Board of Directors of the ~~press~~Company ~~release~~(the is“Board”) ~~furnished~~set October 31, 2022 as ~~Exhibit~~the 99effective date for the Reverse Stock Split.1 The Board reserves the right to ~~this~~delay ~~Form~~or ~~8-K~~cancel ~~and~~the Reverse Stock Split if the Board determines that the Reverse Stock Split is ~~incorporated~~no ~~herein~~longer byin ~~reference~~the best interests of the Company or its shareholders, including if the Reverse Stock Split will not reduce the number of recordholders of the Company’s common stock below 1,200.

~~Item~~Contemporaneously 9with the filing of this current report of Form 8-K, the Company is filing an amendment to the Company’s Schedule 13E-3 originally filed on April 26, 2022, as amended by Amendment No.01 1 filed June 7, 2022 and Amendment No. 2 ~~Financial~~filed ~~Statements~~June 17, 2022. Shareholders may obtain a copy of the Schedule 13E-3, as amended, at the Securities and ~~Exhibits~~Exchange Commission’s website at www.sec.gov.

(d) Exhibits.

ExhibitNo.		Exhibit
99.1		Press Release dated August 26, 2022
104		Cover Page Interactive Data File (embedded within WBRL 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.

Date: August 26, 2022	BankGuam Holding Company
Date: September 29, 2022	BankGuam Holding Company
	By:	/s/ ~~Joaquin~~Symon PA.~~L.G.~~ ~~Cook~~Madrazo
		Joaquin P.L.G. Cook
		Symon A. Madrazo
		President & Chief Executive Officer
		Senior Vice President & Chief Financial Officer

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