UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~August~~ 11November 14, 2022

FIRST SEACOAST BANCORP

(Exact Name of Registrant as Specified in Charter)

Federal	001-38985	84-2404519
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)
633 Central Avenue, Dover, New Hampshire		03820
(Address of Principal Executive Offices)		(Zip Code)

Registrant's telephone number, including area code: (603) 742-4680


633 Central Avenue, Dover, New Hampshire		03820
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (603) 742-4680

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))

☐	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

FSEA

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 ☒

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 ~~August 11~~November 14, 2022, First Seacoast Bancorp, ~~MHC,~~Inc. (the ~~parent~~“Company”), ~~mutual holding company of~~ First Seacoast Bancorp, ~~adopted~~MHC ~~a Plan of Conversion and Reorganization~~ (the “~~Plan~~MHC”), ~~pursuant to which~~ First Seacoast Bancorp, ~~MHC~~(a ~~will~~Federal ~~undertake~~corporation) a (“~~second-step~~Bancorp”), ~~conversion~~ and First Seacoast Bank, ~~the~~entered ~~wholly-owned~~into ~~subsidiary~~an ofAgency ~~First~~Agreement ~~Seacoast~~with ~~Bancorp~~Keefe, ~~will~~Bruyette & ~~reorganize~~Woods, ~~from~~Inc. ~~the~~(“KBW”). ~~two-tier~~KBW ~~mutual~~will ~~holding company~~assist ~~structure~~in to the ~~fully-public~~marketing ~~stock~~of ~~holding~~the ~~company~~Company’s ~~structure.~~common ~~Following~~stock during the ~~conversion~~Company’s ~~and~~stock ~~reorganization,~~offering ~~First~~in ~~Seacoast~~connection ~~Bancorp,~~with the MHC’s ~~will~~pending ~~cease~~conversion tofrom ~~exist and~~ a ~~newly-chartered~~mutual ~~stock~~ holding company ~~(the “New Holding Company”) will succeed~~ to ~~First~~a ~~Seacoast Bancorp as the~~ stock holding company ~~of First Seacoast Bank~~. ~~First Seacoast Bancorp, MHC currently owns approximately 55.7% of the outstanding shares of common stock of First Seacoast Bancorp.~~

~~Pursuant~~For toits ~~the~~services ~~Plan,~~in ~~(i) First Seacoast Bank will become~~ the ~~wholly-owned~~subscription ~~subsidiary~~offering ofand ~~the~~any ~~New~~community ~~Holding Company~~offering, ~~(ii)~~KBW ~~the~~will ~~shares~~receive ofa ~~common stock~~management fee of ~~First Seacoast Bancorp owned by persons other than First Seacoast Bancorp~~$30, ~~MHC (the shares owned by First Seacoast Bancorp~~000, ~~MHC~~a ~~will~~success befee ~~canceled) will be converted into shares~~ of ~~common~~1.0% ~~stock~~ of the ~~New~~aggregate ~~Holding~~purchase ~~Company~~price ~~based~~of ~~on an exchange ratio designed to preserve~~ the ~~percentage ownership interests of such persons (excluding~~ shares of Company common stock ofsold ~~the New Holding Company purchased~~ in the ~~stock~~subscription offering ~~described below~~ and ~~cash~~a ~~received~~success infee ~~lieu~~ of ~~issuance~~1.5% of ~~fractional~~the ~~shares~~aggregate ~~of common~~purchase ~~stock~~price of the ~~New~~shares ~~Holding~~of Company, ~~and~~common asstock ~~adjusted~~sold toin ~~reflect~~any ~~certain~~community ~~assets held by First Seacoast Bancorp~~offering, ~~MHC),~~subject ~~and~~to ~~(iii)~~ the ~~New~~payment ~~Holding~~of ~~Company~~a ~~will~~minimum ~~offer~~success ~~and~~fee ~~sell shares~~ of ~~common stock~~$300,000. ~~representing~~In ~~the ownership interest of First Seacoast Bancorp~~addition, ~~MHC~~KBW inwill ~~First~~receive ~~Seacoast Bancorp, in~~ a ~~subscription~~fee ~~offering~~of ~~and~~$35,000 iffor ~~necessary,~~conversion inagent aand ~~community~~data ~~offering~~processing ~~and~~records amanagement ~~syndicated~~agent ~~community offering~~services. ~~The~~KBW ~~Plan~~will ~~establishes~~receive ~~June~~reimbursement ~~30, 2021 as the eligibility record date~~ for ~~determining the eligible account holders~~ out-of-pocket ~~First~~expenses ~~Seacoast~~and ~~Bank~~legal ~~entitled~~expenses torelated ~~receive first priority non-transferable subscription rights~~ to ~~subscribe~~its ~~for~~marketing ~~shares~~services ofand ~~common~~its ~~stock~~conversion ofagent ~~the~~and ~~New~~data ~~Holding~~processing ~~Company~~records inmanagement ~~the~~agent ~~subscription offering~~services. ~~The~~If ~~number~~the ~~and~~Company ~~price~~conducts ofa ~~shares~~syndicated ofcommunity ~~common stock~~offering, of the ~~New Holding~~ Company towill bepay ~~sold~~a intransaction ~~the~~fee ~~offering~~to ~~and~~KBW ~~the~~not ~~exchange~~to ~~ratio~~exceed ~~will~~6.0% beof ~~based on~~ the ~~pro~~aggregate ~~forma~~purchase ~~market~~price ~~value~~ of ~~the~~all ~~New~~shares ~~Holding~~of ~~Company,~~common asstock ~~determined~~sold byin anthe ~~independent~~syndicated ~~appraisal~~community offering.

The ~~Plan~~shares isof ~~subject~~Company tocommon ~~regulatory~~stock ~~approval~~are asbeing ~~well~~offered aspursuant ~~approval~~to bya ~~the~~Registration ~~members~~Statement ofon ~~First~~Form ~~Seacoast Bancorp~~S-1, ~~MHC~~as ~~(depositors~~amended ~~and certain borrowers of First Seacoast Bank~~(Registration No. 333-267398), ~~and~~filed by ~~stockholders of First Seacoast Bancorp (including approval by~~ the ~~holders~~Company ofunder ~~a majority of~~ the ~~outstanding~~Securities ~~shares~~Act of ~~common~~1933, ~~stock~~as ofamended, ~~First~~and ~~Seacoast~~declared ~~Bancorp~~effective ~~owned~~on ~~by persons other than First Seacoast Bancorp~~November 14, ~~MHC)~~ 2022.

The foregoing ~~summary~~description of the ~~Plan~~terms isof ~~not~~the ~~complete~~Agency ~~and~~Agreement is qualified in its entirety by reference to the ~~complete~~Agency ~~text of the Plan~~Agreement, which is filed as Exhibit 21.1 tohereto ~~this Form 8-K~~ and ~~which is~~ incorporated ~~into this Item 8.01~~ by reference herein.

Item 7.01. Regulation FD Disclosure.

On August 12, 2022, First Seacoast Bancorp issued a press release announcing the adoption of the Plan. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K and is incorporated into this Item 7.01 by reference.

Item 9.01.

Financial Statements and Exhibits.

(d)	Exhibits
	2.1	Plan of Conversion and Reorganization of First Seacoast Bancorp, MHC
	99.1	Press Release dated August 12, 2022
	104	Cover Page Interactive Data File (embedded within Inline XBRL document)

(d)

Exhibits


1.1		Agency Agreement dated November 14, 2022

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.

Dated: August 16, 2022		FIRST SEACOAST BANCORP
Dated: November 18, 2022			FIRST SEACOAST BANCORP
	~~By:~~	~~/s/ James R. Brannen~~	By:	/s/ James R. Brannen
		~~James R. Brannen~~		James R. Brannen
		~~President and Chief Executive Officer~~		President and Chief Executive Officer

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