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): ~~September~~October 2631, 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 ~~TradingSymbol~~Trading Symbol(s) Name of Each Exchange on which Registered None N/A 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 83.~~01.~~03 ~~Other~~Material ~~Events~~Modification to Rights of Security Holders.

AtTo the ~~2022~~extent ~~Annual~~required ~~Meeting~~by ofItem ~~Shareholders~~3.03 ~~held on July 25, 2022, BankGuam Holding Company’s (the “Company”) shareholders approved an amendment to the Company’s Articles~~ of ~~Incorporation,~~Form ~~whereby the Company would effect a 1~~8-~~for-500 reverse stock split (the “Reverse Stock Split”) of its common stock~~K, ~~eliminate fractional shares resulting from~~ the ~~Reverse~~information ~~Stock~~contained ~~Split,~~in ~~and~~Item ~~pay cash consideration for such resulting fractional shares at the rate of $14~~5.7503 ~~per pre-split share, and, as a result, each stockholder owning fewer than 500 shares~~ of ~~common~~this ~~stock~~Current ~~prior~~Report toon ~~the~~Form ~~Reverse~~8-K ~~Stock~~is ~~Split~~incorporated ~~will~~herein ~~have~~by ~~such shares canceled and converted into the right to receive $14~~reference.75 ~~for each share of such stock held prior to the Reverse Stock Split.~~

OnItem ~~September 26, 2022, the Board of Directors of the Company (the “Board”) set October 31, 2022 as the effective date for the Reverse Stock Split~~5.03 ~~The~~Amendments ~~Board reserves the right~~ to ~~delay~~Articles ~~or cancel the Reverse Stock Split if the Board determines that the Reverse Stock Split is no longer in the best interests~~ of ~~the~~Incorporation ~~Company~~ or ~~its~~Bylaws; ~~shareholders,~~Change ~~including~~in ifFiscal ~~the Reverse Stock Split will not reduce the number of recordholders of the Company’s common stock below 1,200~~Year.

~~Contemporaneously~~As ~~with~~previously reported, at the ~~filing~~Annual Meeting of ~~this~~Shareholders ~~current~~of ~~report~~BankGuam ofHolding ~~Form~~Company ~~8-K~~(the “Company”) held on July 25, 2022, the ~~Company~~shareholders isof ~~filing~~the Company approved an amendment to the Company’s ~~Schedule~~Second ~~13E-3~~Amended ~~originally~~and ~~filed~~Restated onArticles ~~April 26,~~of ~~2022~~Incorporation, aswhereby ~~amended~~the byCompany ~~Amendment~~would ~~No.~~ effect a 1-for-500 ~~filed~~reverse ~~June 7,~~stock ~~2022~~split ~~and~~(the ~~Amendment~~“Reverse ~~No. 2~~Stock ~~filed~~Split”) ~~June 17,~~of ~~2022.~~its ~~Shareholders~~common ~~may~~stock, ~~obtain~~eliminate afractional ~~copy~~shares ofresulting from the ~~Schedule~~Reverse ~~13E-3~~Stock Split, asand ~~amended,~~pay atcash ~~the~~consideration ~~Securities~~for ~~and~~such ~~Exchange~~resulting ~~Commission’s~~fractional ~~website~~shares at ~~www~~the rate of $14.~~sec~~75 per pre-split share.~~gov.~~

On October 31, 2022, the Company filed a Certificate of Amendment to the Second Amended and Restated Articles of Incorporation of the Company with the Guam Department of Revenue and Taxation to effect the Reverse Stock Split.

As a result of the Reverse Stock Split, each 500 shares of issued and outstanding shares of the Company’s common stock outstanding on October 31, 2022 were automatically converted into one share of the Company’s post-split common stock. In lieu of issuing fractional shares, the Company will pay $14.75 for each share of stock that would have resulted in the issuance of a fractional share as a result of the Reverse Stock Split. Shareholders owning fewer than 500 shares of common stock prior to the Reverse Stock Split had such shares canceled and converted into the right to receive $14.75 for each share of such stock held prior to the Reverse Stock Split.

Contemporaneously with the filing of this current report on 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. 1 filed June 7, 2022, Amendment No. 2 filed June 17, 2022, and Amendment No. 3 filed on September 29, 2022. Shareholders may obtain a copy of the Schedule 13E-3, as amended, at the Securities and Exchange Commission’s website at www.sec.gov.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.


Exhibit No.		Exhibit

3.1		Certificate of Amendment to the Second Amended and Restated Articles of Incorporation of BankGuam Holding Company.

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.

Date: September 29, 2022

BankGuam Holding Company

Date: November 3, 2022

BankGuam Holding Company

/s/ Symon A. Madrazo

Symon A. Madrazo

Senior Vice President & Chief Financial Officer

Filing Compare · BankGuam Holding Co