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| LEI | 549300MOIYR1NW3J2W56 |
| CIK | 1630856 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Professional Holding Corp - Class A
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
| February 14, 2023 |
PFHD / Professional Holding Corp / ENDEAVOUR CAPITAL ADVISORS INC - SC 13G/A Passive Investment SC 13G/A 1 d375450dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment No. 4)* Under the Securities Exchange Act of 1934 Professional Holding Corp. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 743139107 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) |
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| February 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-39215 PRofessional holding corp. (SEACOAST BANKING CORPORATION OF FLORIDA |
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| January 31, 2023 |
Form 25 |
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| January 27, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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: January 27, 2023 Professional Holding Corp. (Exact name of registrant as specified in its charter) Florida 001-39215 46-5144312 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Ide |
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| January 27, 2023 |
Exhibit 99.1 Professional Holding Corp. Reports Fourth Quarter and Full Year 2022 Results Fourth Quarter 2022 Net Income of $4.3 million and Earnings per Share of $0.31 Reflecting Acquisition Related Expenses Coral Gables, Fla., January 27, 2023 – Professional Holding Corp. (the “Company”) (NASDAQ:PFHD), the parent company of Professional Bank (the “Bank”), today reported net income of $4.3 millio |
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| December 28, 2022 |
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: December 21, 2022 Professional Holding Corp. (Exact name of registrant as specified in its charter) Florida 001-39215 46-5144312 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Id |
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| December 20, 2022 |
Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders 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: December 15, 2022 Professional Holding Corp. (Exact name of registrant as specified in its charter) Florida 001-39215 46-5144312 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Id |
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| December 9, 2022 |
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: December 9, 2022 Professional Holding Corp. (Exact name of registrant as specified in its charter) Florida 001-39215 46-5144312 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Ide |
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| November 14, 2022 |
DEFM14A 1 tm2230469-1defm14a.htm DEFM14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of th |
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| November 9, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE |
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| October 28, 2022 |
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: October 28, 2022 Professional Holding Corp. (Exact name of registrant as specified in its charter) Florida 001-39215 46-5144312 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Ide |
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| October 28, 2022 |
Exhibit 99.1 Professional Holding Corp. Reports Third Quarter 2022 Results Another Strong Quarter Results in Earnings per Share of $0.63 Coral Gables, Fla., October 28, 2022 ? Professional Holding Corp. (the ?Company?) (NASDAQ:PFHD), the parent company of Professional Bank (the ?Bank?), today reported net income of $8.5 million, or $0.63 per share, for the third quarter of 2022 compared to net inc |
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| October 28, 2022 |
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: October 28, 2022 Professional Holding Corp. (Exact name of registrant as specified in its charter) Florida 001-39215 46-5144312 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Ide |
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| October 28, 2022 |
THIRD QUARTER 2022 PRESENTATIONEARNINGS NASDAQ:PFHD THIRD QUARTER 2022 EARNINGS PRESENTATION PAGE 2 FORWARD LOOKING STATEMENTS ?This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. |
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| August 12, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECU |
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| August 11, 2022 |
Execution AGREEMENT AND PLAN OF MERGER BY AND AMONG SEACOAST BANKING CORPORATION OF FLORIDA SEACOAST NATIONAL BANK PROFESSIONAL HOLDING CORP. |
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| August 11, 2022 |
EXHIBIT 99.1 Seacoast Announces Agreement to Acquire Professional Holding Corp. Accelerates Seacoast?s Successful Strategy of Expanding its Presence in the Attractive South Florida Market STUART, FLA., August 8, 2022 ? Seacoast Banking Corporation of Florida (?Seacoast?) (NASDAQ: SBCF), the holding company for Seacoast National Bank (?Seacoast Bank?), and Professional Holding Corp. (?Professional? |
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| August 11, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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: August 7, 2022 Professional Holding Corp. (Exact name of registrant as specified in its charter) Florida 001-39215 46-5144312 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Ident |
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| July 28, 2022 |
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: July 28, 2022 Professional Holding Corp. (Exact name of registrant as specified in its charter) Florida 001-39215 46-5144312 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identi |
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| July 28, 2022 |
Exhibit 99.1 Professional Holding Corp. Reports Second Quarter 2022 Results Record Quarter for Net Income and Loan Production Results in Earnings per Share of $0.52 Coral Gables, Fla., July 28, 2022 ? Professional Holding Corp. (the ?Company?) (NASDAQ:PFHD), the parent company of Professional Bank (the ?Bank?), today reported net income of $7.0 million, or $0.52 per share, for the second quarter o |
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| July 28, 2022 |
SECOND QUARTER 2022 NASDAQ:PFHD PRESENTATIONEARNINGS SECOND QUARTER 2022 EARNINGS PRESENTATION PAGE 2 FORWARD LOOKING STATEMENTS ?This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. |
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| May 26, 2022 |
Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders 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: May 25, 2022 Professional Holding Corp. (Exact name of registrant as specified in its charter) Florida 001-39215 46-5144312 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identif |
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| May 13, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SEC |
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| April 29, 2022 |
Exhibit 99.1 Professional Holding Corp. Reports First Quarter 2022 Results Strong Loan Growth of Over 10% Annualized in First Quarter 2022 Across All non-PPP Lending Categories Coral Gables, Fla., April 29, 2022 ? Professional Holding Corp. (the ?Company?) (NASDAQ:PFHD), the parent company of Professional Bank (the ?Bank?), today reported net income of $2.4 million, or $0.18 per share, for the fir |
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| April 29, 2022 |
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: April 29, 2022 Professional Holding Corp. (Exact name of registrant as specified in its charter) Florida 001-39215 46-5144312 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Ident |
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| April 29, 2022 |
FIRST QUARTER 2022 NASDAQ:PFHD PRESENTATIONEARNINGS FIRST QUARTER 2022 EARNINGS PRESENTATION PAGE 2 FORWARD LOOKING STATEMENTS This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. |
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| April 26, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| April 21, 2022 |
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: April 15, 2022 Professional Holding Corp. (Exact name of registrant as specified in its charter) Florida 001-39215 46-5144312 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Ident |
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| April 7, 2022 |
Employment Agreement by and among Professional Holding Corp., Professional Bank, and EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is made as of this 4th day of April 2022, by and between Professional Bank, a Florida state-chartered commercial bank (the "Bank"), and Abel L. |
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| April 7, 2022 |
Agreement by and between Professional Bank and CHANGE IN CONTROL AGREEMENT This AGREEMENT is made as of the 5th day of April 2022, between Professional Holding Corp. |
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| April 7, 2022 |
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this ?Amendment?) is made and entered into as of April 5, 2022 (the ?Effective Date?), between Professional Bank, a Florida Banking Corporation (the ?BANK?), and Ryan Gorney (the ?Executive?). |
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| April 7, 2022 |
Employment Agreement by and between Professional Bank and EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is made as of this 5th day of April 2022, by and between Professional Bank, a Florida state-chartered commercial bank (the "Bank"), and Mary Usategui (the "Executive"). |
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| April 7, 2022 |
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: April 5, 2022 Professional Holding Corp. (Exact name of registrant as specified in its charter) Florida 001-39215 46-5144312 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identi |
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| March 31, 2022 |
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: March 31, 2022 Professional Holding Corp. (Exact name of registrant as specified in its charter) Florida 001-39215 46-5144312 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Ident |
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| March 31, 2022 |
EXHIBIT 10.30 SEPARATION AGREEMENT AND GENERAL RELEASE THIS SEPARATION AGREEMENT AND GENERAL RELEASE (the "Agreement") is entered into between Professional Holding Corp., a Florida corporation (the "Parent"), Professional Bank, a Florida state-chartered commercial bank (the "Bank") (collectively, Parent and Bank are referred to as the "Company") and Daniel R. Sheehan ("Executive") (collectively, C |
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| March 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39215 Professional H |
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| February 28, 2022 |
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: February 24, 2022 Professional Holding Corp. (Exact name of registrant as specified in its charter) Florida 001-39215 46-5144312 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Id |
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| February 14, 2022 |
Page 9 of 9 Pages EXHIBIT 1 AGREEMENT OF JOINT FILING Endeavour Capital Advisors Inc. |
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| February 14, 2022 |
PFHD / Professional Holding Corp / ENDEAVOUR CAPITAL ADVISORS INC - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment No. 3)* Under the Securities Exchange Act of 1934 Professional Holding Corp. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 743139107 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate |
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| February 11, 2022 |
PFHD / Professional Holding Corp / EJF Capital LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Professional Holding Corp. (Name of Issuer) Class A Voting Common Stock, par value $0.01 per share (Title of Class of Securities) 743139107 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box |
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| January 27, 2022 |
FOURTH QUARTER 2021 EARNINGS PRESENTATION PAGE 1 EARNINGS PRESENTATION FOURTH QUARTER 2021 NASDAQ:PFHD FOURTH QUARTER 2021 EARNINGS PRESENTATION PAGE 2 FORWARD LOOKING STATEMENTS ! This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. |
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| January 27, 2022 |
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: January 27, 2022 Professional Holding Corp. (Exact name of registrant as specified in its charter) Florida 001-39215 46-5144312 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Ide |
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| January 27, 2022 |
Exhibit 99.1 Professional Holding Corp. Reports Fourth-Quarter and Annual 2021 Results Quarterly Net Income of $4.0 million Leads to Net Income of $21.4 million for the Year Ended December 31, 2021. Coral Gables, FL., January 27, 2022 ? Professional Holding Corp. (the ?Company?) (NASDAQ:PFHD), the parent company of Professional Bank (the ?Bank?), today reported net income of $4.0 million, or $0.30 |
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| January 26, 2022 | ||
| January 26, 2022 |
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: January 24, 2022 Professional Holding Corp. (Exact name of registrant as specified in its charter) Florida 001-39215 46-5144312 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Ide |
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| January 13, 2022 |
Form of 3.375% Fixed-to-Floating Rate Subordinated Note due 2032 A-1 EXHIBIT 4.1 FORM OF SUBORDINATED NOTE PROFESSIONAL HOLDING CORP. 3.375% FIXED-TO-FLOATING RATE SUBORDINATED NOTE DUE JANUARY 30, 2032 THE INDEBTEDNESS EVIDENCED BY THIS SUBORDINATED NOTE IS SUBORDINATED AND JUNIOR IN RIGHT OF PAYMENT TO SENIOR INDEBTEDNESS (AS DEFINED IN SECTION 3 OF THIS SUBORDINATED NOTE) OF PROFESSIONAL HOLDING CORP. (THE ?COMPANY?), INCLUDING OBLIGATIONS OF THE COMPANY TO |
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| January 13, 2022 |
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: January 13, 2022 Professional Holding Corp. (Exact name of registrant as specified in its charter) Florida 001-39215 46-5144312 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Ide |
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| January 13, 2022 |
Subordinated Note Purchase Agreement, dated January 13, 2022 010-9297-0794/8/AMERICAS EXHIBIT 10.1 SUBORDINATED NOTE PURCHASE AGREEMENT This SUBORDINATED NOTE PURCHASE AGREEMENT (this ?Agreement?) is dated as of January 13, 2022 and is made by and between Professional Holding Corp., a Florida corporation (the ?Company?), and each purchaser of the Subordinated Note (as defined herein) identified on the signature page hereto (each a ?Purchaser? and collective |
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| January 13, 2022 |
EXHIBIT 99.1 PROFESSIONAL HOLDING CORP. COMPLETES PRIVATE PLACEMENT OF $25 MILLION OF SUBORDINATED NOTES CORAL GABLES, FL, January 13, 2022. Professional Holding Corp. (NASDAQ:PFHD) (the ?Company?), the parent company for Professional Bank (the ?Bank?), today announced the completion of its private placement of $25 million in fixed-to-floating rate subordinated notes due 2032 (the ?Notes?). The No |
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| December 3, 2021 |
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: December 1, 2021 Professional Holding Corp. (Exact name of registrant as specified in its charter) Florida 001-39215 46-5144312 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Ide |
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| December 3, 2021 |
EMPLOYMENT AGREEMENT This Employment Agreement (this ?Agreement?) is made as of this 1st day of December, 2021 (the ?Effective Date?), by and among Professional Holding Corp. |
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| December 3, 2021 |
by and between Professional Bank EX-10.2 3 rg-employmentagreementx1.htm EX-10.2 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is made as of this 1st day of December, 2021, by and between Professional Bank (the “Bank”), and Ryan Gorney (the “Executive”). WITNESSETH: WHEREAS, the Bank desires to retain the services of and employ the Executive, and the Executive desires to provide services to the Bank, pursuant to |
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| November 12, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE |
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| October 28, 2021 |
Exhibit 99.1 Professional Holding Corp. Reports Third-Quarter Results Quarterly Net Income of $6.3 million as Assets Exceed $2.6 billion Coral Gables, Fla., October 28, 2021 ? Professional Holding Corp. (the ?Company?) (NASDAQ:PFHD), the parent company of Professional Bank (the ?Bank?), today reported net income of $6.3 million, or $0.48 per share, for the third quarter of 2021 compared to net inc |
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| October 28, 2021 |
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: October 28, 2021 Professional Holding Corp. (Exact name of registrant as specified in its charter) Florida 001-39215 46-5144312 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Ide |
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| October 28, 2021 |
THIRD QUARTER 2021 EARNINGS PRESENTATION PAGE 1 EARNINGS PRESENTATION THIRD QUARTER 2021 NASDAQ:PFHD THIRD QUARTER 2021 EARNINGS PRESENTATION PAGE 2 FORWARD LOOKING STATEMENTS ! This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. |
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| September 16, 2021 |
PROSPECTUS Professional Holding Corp. 417,111 Shares of Class A Common Stock Table of Contents ? Filed Pursuant to Rule 424(b)(3) ?Registration No. 333-259233 ? PROSPECTUS Professional Holding Corp. 417,111 Shares of Class A Common Stock This prospectus relates to the resale of up to 417,111 of our Class A Voting Common Stock, par value $0.01 per share (the ?Class A Common Stock?) by the selling stockholder named in this prospectus. We are not offering any shares of Class |
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| September 10, 2021 |
? ? ? ? ? ? Professional Holding Corp. myprobank.com/ir ? 5100 PGA Blvd, #101 Palm Beach Gardens, FL 33418 ? (561) 868-9040 ? ? September 10, 2021 VIA EDGAR ? U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 ? Attention:Eric Envall ? Re: Professional Holding Corp. Registration Statement on Form S-3; File No. 333-259233 Request for Acce |
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| September 1, 2021 |
As filed with the Securities and Exchange Commission on August 31, 2021 Table of Contents As filed with the Securities and Exchange Commission on August 31, 2021 Registration No. |
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| September 1, 2021 |
As filed with the Securities and Exchange Commission on August 31, 2021 As filed with the Securities and Exchange Commission on August 31, 2021 Registration No. |
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| August 16, 2021 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| July 29, 2021 |
Exhibit 99.1 ? Professional Holding Corp. Reports Second-Quarter Results Quarterly Net Income of $6.3 Million as Assets Approach $2.6 Billion Coral Gables, Fla., July 29, 2021 ? Professional Holding Corp. (the ?Company?) (NASDAQ:PFHD), the parent company of Professional Bank (the ?Bank?), today reported net income of $6.3 million, or $0.47 per share, for the second quarter of 2021 compared to net |
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| July 29, 2021 |
? ? 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: July 29, 2021 ? Professional Holding Corp. (Exact name of registrant as specified in its charter) ? Florida 001-39215 46-5144312 (State or other jurisdiction of incorporation) ? (Commission File Number) ? |
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| July 29, 2021 |
EARNINGS PRESENTATION SECOND QUARTER 2021 NASDAQ:PFHD FOURTH QUARTER 2020 EARNINGS PRESENTATION PAGE Exhibit 99.2 ? EARNINGS PRESENTATION SECOND QUARTER 2021 NASDAQ:PFHD FOURTH QUARTER 2020 EARNINGS PRESENTATION PAGE ? ? FORWARD LOOKING STATEMENTS 8 This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements contained in this presentation that are not statements of historical fact may be deemed to looking statem |
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| May 25, 2021 |
Submission of Matters to a Vote of Security Holders ? ? 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 21, 2021 ? Professional Holding Corp. (Exact name of registrant as specified in its charter) ? Florida 001-39215 46-5144312 (State or other jurisdiction of incorporation |
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| May 17, 2021 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 12, 2021 |
EX-10.1 2 tmb-20210510xex10d1.htm EX-10.1 Exhibit 10.1 EXTENSION AGREEMENT This EXTENSION AGREEMENT is entered into at Wayne, New Jersey, as of May 10, 2021, between PROFESSIONAL HOLDING CORP., a Florida corporation, with an address of 396 Alhambra Circle, Suite 255, Coral Gable, Florida 33134 (the “Borrower”) and Valley National Bank, a national banking association with an address of 1455 Valley |
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| May 12, 2021 |
? 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: May 10, 2021 Professional Holding Corp. (Exact name of registrant as specified in its charter) ? ? ? Florida 001-39215 46-5144312 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer |
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| May 5, 2021 |
? ? 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: May 5, 2021 ? Professional Holding Corp. (Exact name of registrant as specified in its charter) ? Florida 001-39215 46-5144312 (State or other jurisdiction of incorporation) ? (Commission File Number) ? (I |
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| May 5, 2021 |
Professional Holding Corp. Replenishes Stock Repurchase Plan: $10 Million Available ? Professional Holding Corp. Replenishes Stock Repurchase Plan: $10 Million Available Coral Gables, FL (May 5, 2021) ? The Board of Directors of Professional Holding Corp. (NASDAQ: PFHD) (the ?Company?) has authorized an increase in the amount available under its existing stock repurchase program, established March 2, 2020, such that, effective May 6, 2021, $10 million is available to repurchase o |
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| May 5, 2021 |
Exhibit 99.1 ? Professional Holding Corp. Reports First-Quarter Results Quarterly Net Income of $4.8 Million as Assets Top $2.2 Billion Coral Gables, Fla., May 5, 2021 ? Professional Holding Corp. (the ?Company?) (NASDAQ:PFHD), the parent company of Professional Bank (the ?Bank?), today reported net income of $4.8 million, or $0.34 per diluted share, for the first quarter of 2021 compared to net i |
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| May 5, 2021 |
Exhibit 99.2 ? EARNINGS PRESENTATION FIRST QUARTER 2021 NASDAQ:PFHD FOURTH QUARTER 2020 EARNINGS PRESENTATION PAGE 1 ? ? FORWARD LOOKING STATEMENTS 8 This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements contained in this presentation that are not statements of historical fact may be deemed to be forward-lo |
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| April 29, 2021 |
? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Def |
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| April 28, 2021 |
Bylaws of Professional Holding Corp., effective April 22, 2021 EX-3.1 2 tmb-20210422xex3d1.htm EX-3.1 BYLAWS OF PROFESSIONAL HOLDING CORP. As Amended and Restated by the Board of Directors on April 22, 2021. ARTICLE I MEETINGS OF SHAREHOLDERS 1.1Annual Meeting. The annual meeting of the shareholders of Professional Holding Corp., a Florida corporation (the “Company”), shall be held at the time and place designated by the Board of Directors of the Company. Bus |
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| April 28, 2021 |
? ? 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: April 22, 2021 Professional Holding Corp. (Exact name of registrant as specified in its charter) ? Florida 001-39215 46-5144312 (State or other jurisdiction of incorporation) ? (Commission File Number) ? (IRS Empl |
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| March 26, 2021 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report: March 11, 2021 Professional Holding Corp. (Exact name of registrant as specified in its charter) ? ? ? ? ? ? ? Florida 001-39215 ? 46-5144312 (State or other jurisdiction of incorporation) ? (Commission File N |
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| March 26, 2021 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 26, 2021 |
Description of Company’s Common Stock. Exhibit 4.1 ? DESCRIPTION OF CAPITAL STOCK ? The following description summarizes the material terms of our Articles of Incorporation and our Bylaws. Reference is made to the more detailed provisions of, and the descriptions are qualified in their entirety by reference to, our Articles of Incorporation and our Bylaws, copies of which are filed as exhibits to our Annual Reports on Form 10-K. Genera |
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| March 26, 2021 |
Letter from Crowe LLP to the SEC dated March 26, 2021 ? ? ? ? Exhibit 16.1 Crowe LLP Independent Member Crowe Global ? March 26, 2021 Office of the Chief Accountant Securities and Exchange Commission 100F Street, N. E. Washingtion, D. C. 20549 Ladies and Gentlemen: We have read the comments made regarding us in Item 4.01 of Form 8-K of Professional Holding Corp. dated March 11, 2021 and are in agreement with those statements. ? Crowe LLP Miami, FL cc |
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| March 17, 2021 |
? ? ? ? ? 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: March 11, 2021 ? Professional Holding Corp. (Exact name of registrant as specified in its charter) ? ? ? ? ? ? ? Florida 001-39215 ? 46-5144312 (State or other jurisdiction of incorporation) ? (Commi |
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| February 16, 2021 |
SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment No. 2)* Under the Securities Exchange Act of 1934 Professional Holding Corp. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 743139107 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to |
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| February 16, 2021 |
EX-99.1 2 d110790dex991.htm EXHIBIT 1 Page 9 of 9 Pages EXHIBIT 1 AGREEMENT OF JOINT FILING Endeavour Capital Advisors Inc., Laurence M. Austin, Mitchell J. Katz and Jonah Marcus hereby agree that the Statement on Schedule 13G to which this agreement is attached as an exhibit as well as all future amendments to such Statement, shall be filed jointly on behalf of each of them. This agreement is int |
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| February 1, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits - 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K /A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: February 1, 2021 Professional Holding Corp. (Exact name of registrant as specified in its charter) Florida 001-39215 46-5144312 (State or other jurisdiction of incorporation) (Commission File Number |
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| February 1, 2021 |
EX-99.1 2 tmb-20210201xex99d1.htm EX-99.1 Exhibit 99.1 FOURTH QUARTER 2020 EARNINGS PRESENTATION PAGE 13 ASSET LIABILITY MANAGEMENT TRENDS • 10.3% of loans are floating rate ($172 million) • An additional 12.8% of loans are floating to the Bank via interest rate SWAP ($213 million). • The remaining loans are currently fixed rate ($1.3 billion) which in some cases adjust and reprice periodically. ! 75 |
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| January 29, 2021 |
Exhibit 99.1 Professional Holding Corp. Reports Fourth-Quarter and Annual 2020 Results Quarterly Net Income of $5.5 Million Leads to Net Income of $8.3 Million for the Year Ended December 31, 2020 Coral Gables, Fla., January 29, 2021 – Professional Holding Corp. (the “Company”) (NASDAQ:PFHD), the parent company of Professional Bank (the “Bank”), today reported net income of $5.5 million, or $0.38 |
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| January 29, 2021 |
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: January 29, 2021 Professional Holding Corp. (Exact name of registrant as specified in its charter) Florida 001-39215 46-5144312 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Ide |
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| January 29, 2021 |
Exhibit 99.2 EARNINGS PRESENTATION FOURTH QUARTER 2020 NASDAQ:PFHD FOURTH QUARTER 2020 EARNINGS PRESENTATION PAGE 1 FORWARD LOOKING STATEMENTS 8 This slide presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements contained in this presentation that are not statements of historical fact may be deemed to be forward-lo |
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| January 8, 2021 |
Exhibit 10.1 AMENDMENT TO NOTE AMENDMENT TO NOTE dated as of January 7th, 2021, by and between PROFESSIONAL HOLDING CORP. (the “Borrower”) and Valley National Bank, a national banking association with an address of 1455 Valley Road, Wayne, New Jersey 07470 (the “Bank”). RECITALS The Borrower executed and delivered in favor of the Promissory Note (Revolving) dated December 19, 2019 (as previously a |
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| January 8, 2021 |
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: January 7, 2021 Professional Holding Corp. (Exact name of registrant as specified in its charter) Florida 001-39215 46-5144312 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Iden |
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| December 28, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Professional Holding Corp. (Name of Issuer) Class A Voting Common Stock, par value $0.01 per share (Title of Class of Securities) 743139107 (CUSIP Number) December 15, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the r |
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| December 16, 2020 |
Unregistered Sales of Equity Securities - 8-K 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: December 15, 2020 Professional Holding Corp. (Exact name of registrant as specified in its charter) Florida 001-39215 46-5144312 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Id |
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| November 16, 2020 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| October 29, 2020 |
EARNINGS PRESENTATION THIRD QUARTER 2020 PFHD:NASDAQ THIRD QUARTER 2020 EARNINGS PRESENTATION PAGE 1 Exhibit 99.2 EARNINGS PRESENTATION THIRD QUARTER 2020 PFHD:NASDAQ THIRD QUARTER 2020 EARNINGS PRESENTATION PAGE 1 FORWARD LOOKING STATEMENTS 8 This slide presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements contained in this presentation that are not statements of historical fact may be deemed to be forward-look |
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| October 29, 2020 |
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): October 29, 2020 Professional Holding Corp. (Exact name of registrant as specified in its charter) Florida 001-39215 46-5144312 (State or other jurisdiction of incorporation) (Commiss |
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| October 29, 2020 |
Exhibit 99.1 Professional Holding Corp. Reports Third-Quarter Results Quarterly Net Income of $1.0 Million as Assets Top $2.1 Billion Coral Gables, Fla., October 29, 2020 – Professional Holding Corp. (the “Company”) (NASDAQ:PFHD), the parent company of Professional Bank (the “Bank”), today reported net income of $1.0 million, or $0.07 per diluted share for the third quarter of 2020 compared to net |
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| September 23, 2020 |
Exhibit 99.1 Professional Holding Corp./Professional Bank Add Two Female Directors to Their Respective Boards Ava Parker leads Palm Beach State College and Margaret Blakey heads the capital markets division of a multi-national real estate firm Coral Gables, Fla., Sept. 23, 2020- Professional Holding Corp. (NASDAQ: PFHD), the financial holding company for Professional Bank, announced the addition o |
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| September 23, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 18, 2020 Professional Holding Corp. |
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| September 8, 2020 |
Regulation FD Disclosure, Financial Statements and Exhibits - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 8, 2020 Professional Holding Corp. |
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| September 8, 2020 |
Exhibit 99.1 LOAN MODIFICATION SUMMARY SEPTEMBER 8, 2020 COVID-19 COVID-19 PAGE LOAN MODIFICATION SUMMARY 2 8.4% of all loans have been approved and remain under loan modification Payment Deferrals 11 Non-owner Occupied CRE Loans deferred $18.3 million 41 Residential Real Estate Loans deferred $29.3 million 10 Owner Occupied CRE Loans deferred $16.4 million 5 C&I Loans deferred $2.8 million LOAN M |
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| August 31, 2020 |
Unregistered Sales of Equity Securities - 8-K 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: August 28, 2020 Professional Holding Corp. (Exact name of registrant as specified in its charter) Florida 001-39215 46-5144312 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Iden |
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| August 14, 2020 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended Commission file June 30, 2020 number 001‑39215 Professional Holding Corp. (Exact name of Registrant as specified in its charter) Florida 46-5144312 (State or other jurisdiction of ( |
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| July 28, 2020 |
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): July 27, 2020 Professional Holding Corp. (Exact name of registrant as specified in its charter) Florida 001-39215 46-5144312 (State or other jurisdiction of incorporation) (Commission |
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| July 28, 2020 |
Exhibit 99.1 Professional Holding Corp. Reports Second Quarter Results Quarterly Net Income of $3.1 Million as Assets Top $2.0 Billion Coral Gables, Fla., July 27, 2020 – Professional Holding Corp. (the “Company”) (NASDAQ:PFHD), the parent company of Professional Bank (the “Bank”), today reported net income of $3.1 million, or $0.22 per diluted share for the second quarter of 2020 compared to a ne |
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| July 28, 2020 |
Exhibit 99.2 SECOND QUARTER 2020 EARNINGS PRESENTATION PAGE EARNINGS PRESENTATION SECOND QUARTER 2020 PFHD:NASDAQ SECOND QUARTER 2020 EARNINGS PRESENTATION PAGE 2 FORWARD LOOKING STATEMENTS ! This slide presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements contained in this presentation that are not statements of |
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| June 19, 2020 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): June 19, 2020 Professional Holding Corp. |
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| June 19, 2020 |
Exhibit 99.1 Professional Holding Corp. proholdco.com 5100 PGA Blvd, #101 Palm Beach Gardens, FL 33418 June 19,2020 (561) 868‐9040 Dear Shareholder: We hope this memo finds you well, and able to safely ease back into what was considered normal (pre-virus) work, live and play routines. Over the past few months, we have completed the IPO, and successful listing of our common shares on the Nasdaq Glo |
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| June 9, 2020 |
Exhibit 99.1 MARQUIS BANCORP, INC. Coral Gables, Florida CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019 and 2018 MARQUIS BANCORP, INC. Coral Gables, Florida CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019 and 2018 CONTENTS INDEPENDENT AUDITOR’S REPORT 1 CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED BALANCE SHEETS 2 CONSOLIDATED STATEMENTS OF INCOME 3 CONSOLIDATED STATEMENTS OF COMPREHENS |
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| June 9, 2020 |
UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED STATEMENTS OF INCOME Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED STATEMENTS OF INCOME The following is unaudited pro forma condensed combined consolidated statement of income for us and MBI, giving effect to our acquisition of MBI. The unaudited pro forma condensed combined consolidated statement of income for the year ended December 31, 2019 is presented as if our acquisition of MBI occurred on J |
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| June 9, 2020 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2020 Professional Holding Corp. (Exact name of registrant as specified in its charter) Florida 001‑39215 46‑5144312 (State or other jurisdiction of incorporation) (Commiss |
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| May 18, 2020 |
Exhibit 99.1 Professional Holding Corp. Reports First Quarter Results Successfully Completes Acquisition, Closes Initial Public Offering, and Responds to COVID-19 Coral Gables, Fla., May 15, 2020 – Professional Holding Corp. (the “Company”) (NASDAQ:PFHD), the parent company of Professional Bank (the “Bank”), today announced its first quarter 2020 financial results. “This was an exciting quarter fo |
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| May 18, 2020 |
Exhibit 99.2 FIRST QUARTER 2020 EARNINGS PRESENTATION PAGE 1 EARNINGS PRESENTATION FIRST QUARTER 2020 PFHD:NASDAQ FIRST QUARTER 2020 EARNINGS PRESENTATION PAGE 2 FORWARD LOOKING STATEMENTS ! This slide presentation contains forward-looking statements involving significant risks and uncertainties. Several important factors could cause actual results to differ materially from those in the forward- loo |
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| May 18, 2020 |
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 15, 2020 Professional Holding Corp. (Exact name of registrant as specified in its charter) Florida 001‑39215 46‑5144312 (State or other jurisdiction of incorporation) (Commission |
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| May 15, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended Commission file March 31, 2020 number 001‑39215 Professional Holding Corp. (Exact name of Registrant as specified in its charter) Florida 46‑5144312 (State or other jurisdiction of (I.R.S. Employer i |
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| April 29, 2020 |
Exhibit 99.1 April 29, 2020 Coral Gables, Fla., April 29, 2020 - Professional Holding Corp. [NASDAQ: PFHD], the parent company of Professional Bank, today announced that it plans to release its first quarter fiscal year 2020 financial results after the market close on Wednesday, May 15, 2020. In its announcement, the Company stated that it plans to initiate conference calls regarding its quarterly |
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| April 29, 2020 |
Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders 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): April 28, 2020 Professional Holding Corp. (Exact name of registrant as specified in its charter) Florida 001‑39215 46‑5144312 (State or other jurisdiction of incorporation) (Commissio |
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| April 17, 2020 |
PFHD / Professional Holding Corp. DEFA14A - - DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| April 17, 2020 |
Exhibit 99.1 April 17, 2020 Miami, April 17, 2020 - Professional Holding Corp. [NASDAQ: PFHD], the parent company of Professional Bank, today announced that it will host its 2020 Annual Meeting of Shareholders virtually due to the COVID-19 pandemic and to prioritize the health and well-being of participants. The Annual Meeting will be held in a virtual-only format at 10 a.m. Eastern time on April |
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| April 17, 2020 |
Financial Statements and Exhibits, Other Events 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): April 17, 2020 Professional Holding Corp. (Exact name of registrant as specified in its charter) Florida 001-39215 46-5144312 (State or other jurisdiction of incorporation) (Commissio |
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| April 2, 2020 |
PFHD / Professional Holding Corp. DEF 14A - - DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| April 1, 2020 |
PFHD / Professional Holding Corp. S-8 - - FORM S-8 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PROFESSIONAL HOLDING CORP. (Exact Name of Registrant as Specified in its Charter) Florida 46-5144312 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) 396 Alhambra Circle, Suite 255 Coral |
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| March 30, 2020 |
Description of Company’s Common Stock. Exhibit 4.1 DESCRIPTION OF CAPITAL STOCK The following description summarizes the material terms of our Articles of Incorporation and our Bylaws. Reference is made to the more detailed provisions of, and the descriptions are qualified in their entirety by reference to, our Articles of Incorporation and our Bylaws, copies of which are filed as exhibits to our Annual Reports on Form 10-K. General We |
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| March 30, 2020 |
PFHD / Professional Holding Corp. 10-K - Annual Report - 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 □ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39215 Professional H |
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| March 27, 2020 |
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): March 26, 2020 Professional Holding Corp. (Exact name of registrant as specified in its charter) Florida (State or other jurisdiction of incorporation) 001-39215 (Commission File Numb |
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| March 27, 2020 |
Marquis Bank 2009 Stock Option Plan. Exhibit 4.5 MARQUIS BANK 2009 STOCK OPTION PLAN 1. Purpose. The purpose of this 2009 Stock Option Plan (the “Plan”) is to advance the interests of MARQUIS BANK, a Florida banking corporation (the "Bank"), by providing an additional incentive to attract and retain qualified and competent persons who provide management services and upon whose efforts and judgment the success of the Bank is largely d |
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| March 27, 2020 |
Exhibit 99.1 For Immediate Release Media Contact: Eric Kalis or Todd Templin, BoardroomPR [email protected]/[email protected] 954-370-8999 Professional Holding Corp. and Marquis Bancorp Complete Merger, Creating Leading South Florida Financial Institution CORAL GABLES, Fla. | March 27, 2020 – Professional Holding Corp. (NASDAQ: PFHD) and Marquis Bancorp, Inc. of Coral Gables today anno |
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| March 27, 2020 |
Marquis Bancorp, Inc. 2017 Stock Option Plan. Exhibit 4.6 MARQUIS BANCORP, INC. 2017 STOCK OPTION PLAN 1. Purpose. The purpose of this Marquis Bancorp, Inc. 2017 Stock Option Plan (this “Plan”) is to advance the interests of Marquis Bancorp, Inc., a Florida corporation (the “Company”), and its wholly-owned subsidiary, Marquis Bank, a Florida state-chartered bank (the “Bank”), by providing an additional incentive to attract and retain qualifie |
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| March 27, 2020 |
PFHD / Professional Holding Corp. S-8 POS - - S-8 POS As filed with the Securities and Exchange Commission on March 27, 2020 Registration No. |
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| March 17, 2020 |
Submission of Matters to a Vote of Security Holders 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): March 17, 2020 Professional Holding Corp. (Exact name of registrant as specified in its charter) Florida (State or other jurisdiction of incorporation) 001-39215 (Commission File Numb |
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| March 6, 2020 |
Professional Holding Corp. Authorizes Stock Repurchase Plan Exhibit 99.1 Professional Holding Corp. Authorizes Stock Repurchase Plan Coral Gables, FL (March 6, 2020)- On March 2, 2020, the Board of Directors of Professional Holding Corp. (NASDAQ: PFHD), authorized a stock repurchase plan providing for the repurchase of up to $10 million of the Company’s currently outstanding shares of Class A Common Stock. The timing, price and volume of any stock buy-back |
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| March 6, 2020 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): March 2, 2020 Professional Holding Corp. |
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| February 21, 2020 |
PFHD / Professional Holding Corp. / ENDEAVOUR CAPITAL ADVISORS INC - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment No. 1)* Under the Securities Exchange Act of 1934 Professional Holding Corp. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 743139107 (CUSIP Number) February 11, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to |
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| February 14, 2020 |
PFHD / Professional Holding Corp. / ENDEAVOUR CAPITAL ADVISORS INC - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Professional Holding Corp. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 743139107 (CUSIP Number) February 11, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to desig |
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| February 12, 2020 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): February 11, 2020 Professional Holding Corp. |
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| February 12, 2020 |
Exhibit 99.1 Professional Holding Corp. Announces Closing of Initial Public Offering And Full Exercise of the Underwriters’ Option CORAL GABLES, FLA. — Professional Holding Corp. (the “Company”), a financial holding company that operates through its wholly owned subsidiary, Professional Bank, announced today the closing of its initial public offering of 3,565,000 shares of its Class A Common Stock |
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| February 12, 2020 |
424B3 1 tv538080-424b3.htm 424B3 TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration No. 333-236107 PROFESSIONAL HOLDING CORP. MARQUIS BANCORP, INC. To the Shareholders of Professional Holding Corp. and Marquis Bancorp, Inc.: We are pleased to report that the boards of directors of Professional Holding Corp. (“Professional”) and Marquis Bancorp, Inc. (“Marquis”) have entered into a d |
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| February 10, 2020 |
Form of Proxy of Professional Holding Corp. Exhibit 99.1 PROFESSIONAL HOLDING CORP. PROXY FOR SPECIAL MEETING OF SHAREHOLDERS THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned shareholder(s) of Professional Holding Corp., a Florida corporation (the ?Company?), hereby revoke(s) any Proxy heretofore given, hereby appoint(s) Daniel R. Sheehan and Mary Usategui, and each of them, with full power to act alone, the true |
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| February 10, 2020 |
Form of Proxy of Marquis Bancorp, Inc. Exhibit 99.2 MARQUIS BANCORP., INC. PROXY FOR SPECIAL MEETING OF SHAREHOLDERS THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned shareholder(s) of Marquis Bancorp, Inc., a Florida corporation (the ?Company?), hereby revoke(s) any Proxy heretofore given, hereby appoint(s) Javier J. Holtz and Philip J. Feldman, and each of them, with full power to act alone, the true and law |
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| February 10, 2020 |
Consent of Janney Montgomery Scott LLC. Exhibit 99.4 February 10, 2020 Marquis Bancorp, Inc. 355 Alhambra Circle Suite 1200 Coral Gables, FL 33134 Re: Fairness Opinion Consent To whom it may concern, We hereby consent to the inclusion of our opinion letter to the board of directors of Marquis Bancorp, Inc. (?Marquis?) as an Appendix to the Form S-4, relating to the proposed merger of Marquis with Professional described in the Form S-4, |
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| February 10, 2020 |
Exhibit 99.3 [Insert Stephens Inc. Letterhead] Consent of Stephens Inc. We hereby consent to the inclusion of our opinion letter dated August 9, 2019 to the board of directors of Professional Holding Corp. (?Professional?) as Appendix C to the Proxy Statement/Prospectus relating to the proposed merger of Professional with Marquis Bancorp, Inc. contained in the Registration Statement on Form S-4 of |
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| February 10, 2020 |
As filed the Securities and Exchange Commission on February 10, 2020. S-4/A 1 tv537224-s4a.htm S-4/A TABLE OF CONTENTS As filed the Securities and Exchange Commission on February 10, 2020. Registration No. 333-236107 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PROFESSIONAL HOLDING CORP. (Name of Registrant as specified in its charter) Florida (State or oth |
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| February 10, 2020 |
[Professional Holding Corp. Letterhead] February 10, 2020 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Julia Griffith Dietrich King Re: Professional Holding Corp. Registration Statement on Form S-4 File No. 333-236107 Request for Effectiveness Ladies and Gentlemen: Reference is made to the R |
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| February 7, 2020 |
3,100,000 Shares Class A Common Stock TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(4) Registration No. 333-235822 PROSPECTUS 3,100,000 Shares Class A Common Stock This prospectus relates to an initial public offering of 3,100,000 shares of Professional Holding Corp.’s Class A Common Stock. The initial public offering price of our shares of Class A Common Stock will be $18.50 per share. Prior to this offering, there has been no es |
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| February 6, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Professional Holding Corp. |
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| February 5, 2020 |
VIA EDGAR February 5, 2020 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Ms. Julia Griffith, Staff Attorney Re: Professional Holding Corp. Registration Statement on Form S-1 File No. 333-235822 Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned, a |
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| February 4, 2020 |
PFHD / Professional Holding Corp. S-1/A - - S-1/A As filed to the Securities and Exchange Commission on February 4, 2020. Registration No. 333-235822 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Professional Holding Corp. (Exact name of Registrant as specified in its charter) Florida 6021 46-5144312 (State or other jurisdiction of incorp |
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| February 4, 2020 |
February 4, 2020 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Ms. Julia Griffith Re: Professional Holding Corp. — Request for Acceleration Registration Statement on Form S-1 (as amended) File No. 333-235822 Dear Ms. Griffith: Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities A |
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| January 30, 2020 |
PFHD / Professional Holding Corp. S-1/A - - S-1/A TABLE OF CONTENTS As filed to the Securities and Exchange Commission on January 30, 2020. |
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| January 30, 2020 |
Free Writing Prospectus Filed Pursuant to Rule 433 Registration Statement No. 333-235822 Dated January 30, 2020 Confidential Investor Presentation Professional Holding Corp. Initial Public Offering 3,100,000 shares of Class A Common Stock January 2020 2 Disclaimer (1) The acquisition is subject to applicable regulatory approvals, approval of the Minden shareholders and other customary closing cond |
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| January 30, 2020 |
Form of Underwriting Agreement. Exhibit 1.1 PROFESSIONAL HOLDING CORP. (a Florida corporation) [ ] Shares of Class A Common Stock UNDERWRITING AGREEMENT Dated: [ ], 2020 [ ] Shares PROFESSIONAL HOLDING CORP. Class A Common Stock UNDERWRITING AGREEMENT [ ], 2020 STEPHENS INC. KEEFE, BRUYETTE & WOODS, INC. (As representatives of the Underwriters listed in Annex A hereto) c/o Stephens Inc. 111 Center Street Little Rock, Arkansas 72 |
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| January 30, 2020 |
Our File Number: 42282.00005 Writer’s Direct Dial Number: (954) 468-1373 Writer’s Direct Fax Number: (954) 888-2002 Writer’s E-Mail Address: [email protected] January 30, 2020 VIA EMAIL U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-4561 Attn: Julia Griffith Re: Professional Holding Corp. Amendment No. 1 to Registration Statemen |
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| January 28, 2020 |
Amendment No.1 to Professional Holding Corp. 2014 Share Appreciation Rights Plan. Exhibit 10.8 EXHIBIT A AMENDMENT NO. 1 TO PROFESSIONAL HOLDING CORP. 2014 SHARE APPRECIATION RIGHTS PLAN THIS AMENDMENT TO THE PROFESSIONAL HOLDING CORP. 2014 SHARE APPRECIATION RIGHTS PLAN (this "Amendment") is to be effective as of December 20, 2016 (the "Amendment Date"). WHEREAS, the Board of Directors of Professional Holding Corp. (the "Corporation") approved this Amendment; NOW, THEREFORE: 1 |
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| January 28, 2020 |
Exhibit 10.23 EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of February 17, 2017, by and between Professional Holding Corp., a Florida corporation and the parent company of Professional Bank (the “Company”), and the undersigned Investor (the “Investor”). Capitalized terms not defined in this Agreement shall have th |
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| January 28, 2020 |
Professional Holding Corp. 2014 Share Appreciation Rights Plan. Exhibit 10.7 PROFESSIONAL HOLDING CORP. 2014 SHARE APPRECIATION RIGHTS PLAN Professional Holding Corp., a registered bank holding company organized under the laws of the State of Florida (“Corporation”), hereby adopts this 2014 Share Appreciation Rights Plan (“Plan”) through its Board of Directors for benefit of its employees and for the benefit of the employees of Professional Bank (“Bank”), its |
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| January 28, 2020 |
Form of Class B Common Stock Certificate of Professional Holding Corp. Exhibit 4.2 . ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS# CLASS B NON-VOTING COMMON STOCK CLASS B NON-VOTING COMMON STOCK Authorized Stock: 50,000,000 Shares of Class A Voting Common Stock, Par Value $.01 10,000,000 Shares of Class B Non-Voting Common Stock, Par Value $.01 10,000,000 Shares of Preferred Stock Certificate Number ZQ00000000 THIS CERTIFIES THAT Is the record holder of (HOLDIN |
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| January 28, 2020 |
Consent of Janney Montgomery Scott LLC. Exhibit 99.4 January 23, 2020 Marquis Bancorp, Inc. 355 Alhambra Circle Suite 1200 Coral Gables, FL 33134 Re: Fairness Opinion Consent To whom it may concern, We hereby consent to the inclusion of our opinion letter to the board of directors of Marquis Bancorp, Inc. (“Marquis”) as an Appendix to the Form S-4, relating to the proposed merger of Marquis with Professional described in the Form S-4, a |
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| January 28, 2020 |
Form of Unit Agreement for Professional Holding Corp. 2014 Share Appreciation Rights Plan. Exhibit 10.10 UNIT AGREEMENT PROFESSIONAL HOLDING CORP. SHARE APPRECIATION RIGHTS PLAN This Professional Holding Corp. Share Appreciation Rights Plan Unit Agreement (“Unit Agreement”), dated as of (“Grant Date”), has been made by and between (i) Professional Holding Corp., a registered bank holding company organized under the laws of the State of Florida (“Company”); (ii) Professional Bank (“Bank” |
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| January 28, 2020 |
Form of Subscription Agreement (2018 Private Offering). Exhibit 10.16 PROFESSIONAL HOLDING CORP. SUBSCRIPTION INSTRUCTIONS To subscribe for shares of Class A Voting Common Stock and/or Class B Non-Voting Common Stock of Professional Holding Corp., a Florida corporation (Company), prospective investors must complete all of the subscription documents contained in this package in accordance with the instructions below: (1) Prospective investors must caref |
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| January 28, 2020 |
Exhibit 10.24 EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of February 17, 2017, by and between Professional Holding Corp., a Florida corporation and the parent company of Professional Bank (the “Company”), and the undersigned Investor (the “Investor”). Capitalized terms not defined in this Agreement shall have th |
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| January 28, 2020 |
Employment Agreement among Professional Holding Corp., Professional Bank and Ryan Gorney. Exhibit 10.4 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is made as of this 28th day of November, 2018, by and between Professional Bank (the “Bank”), and Ryan Gorney (the “Executive”). WITNESSETH: WHEREAS, the Bank desires to retain the services of and employ the Executive, and the Executive desires to provide services to the Bank, pursuant to the terms and conditions of this |
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| January 28, 2020 |
Amended and Restated Bylaws of Professional Holding Corp., effective as of August 23, 2019. Exhibit 3.3 BYLAWS OF PROFESSIONAL HOLDING CORP. As Amended and Restated by the Board of Directors on August 23, 2019. ARTICLE I MEETINGS OF SHAREHOLDERS 1.1 Annual Meeting. The annual meeting of the shareholders of Professional Holding Corp., a Florida corporation (the “Company”), shall be held at the time and place designated by the Board of Directors of the Company but no later than the end of |
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| January 28, 2020 |
Professional Holding Corp. 2014 Associate Stock Purchase Plan. Exhibit 10.6 PROFESSIONAL HOLDING CORP. 2014 ASSOCIATE STOCK PURCHASE PLAN 1. Purpose. The purpose of the Plan is to provide Associates of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock of the Company through accumulated payroll deductions. It is the intention of the Company to have the Plan qualify as an "Employee Stock Purchase Plan" under Section 423 of |
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| January 28, 2020 |
Form of Class A Common Stock Certificate of Professional Holding Corp. Exhibit 4.1 . ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS# CLASS A VOTING COMMON STOCK CLASS A VOTING COMMON STOCK Authorized Stock: 50,000,000 Shares of Class A Voting Common Stock, Par Value $.01 10,000,000 Shares of Class B Non-Voting Common Stock, Par Value $.01 10,000,000 Shares of Preferred Stock PO BOX 43004, Providence, RI 02940-3004 MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD |
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| January 28, 2020 |
Exhibit 10.22 EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of February 17, 2017, by and between Professional Holding Corp., a Florida corporation and the parent company of Professional Bank (the “Company”), and the undersigned Investor (the “Investor”). Capitalized terms not defined in this Agreement shall have th |
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| January 28, 2020 |
Employment Agreement among Professional Holding Corp., Professional Bank and Daniel R. Sheehan. Exhibit 10.1 Strictly Confidential EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is made as of this 2nd day of May, 2018 (the “Effective Date”), by and among Professional Holding Corp., a Florida corporation (the “Parent”), Professional Bank, a Florida state-chartered commercial bank (the “Bank”), and Daniel R. Sheehan (the “Executive”). WITNESSETH: WHEREAS, the Parent and the |
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| January 28, 2020 |
Exhibit 99.3 [Insert Stephens Inc. Letterhead] Consent of Stephens Inc. We hereby consent to the inclusion of our opinion letter dated August 9, 2019 to the board of directors of Professional Holding Corp. (“Professional”) as Appendix C to the Proxy Statement/Prospectus relating to the proposed merger of Professional with Marquis Bancorp, Inc. contained in the Registration Statement on Form S-4 of |
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| January 28, 2020 |
Employment Agreement among Professional Holding Corp., Professional Bank and Abel L. Iglesias. Exhibit 10.2 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is made as of this 16th day of July, 2019, by and between Professional Bank, a Florida state-chartered commercial bank (the "Bank"), and Abel L. Iglesias (the "Executive"). WITNESSETH: WHEREAS, the Bank desires to continue retaining the services of and employing the Executive, and the Executive desires to continue provid |
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| January 28, 2020 |
Professional Holding Corp. 2016 Amended and Restated Stock Option Plan. Exhibit 10.11 PROFESSIONAL HOLDING CORP. 2016 AMENDED AND RESTATED stock OPTION PLAN ARTICLE 1 GENERAL PROVISIONS 1.1 Purpose. This Stock Option Plan (the “Plan”) of PROFESSIONAL HOLDING CORP. (the “Company”) is adopted for the following purposes: (1) to closely associate the interests of certain Key Persons (as hereinafter defined) with the interests of the Company; (2) to encourage the Key Perso |
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| January 28, 2020 |
TABLE OF CONTENTS As filed the Securities and Exchange Commission on January 28, 2020. |
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| January 28, 2020 |
Exhibit 10.25 SHAREHOLDER VOTING AGREEMENT This Shareholder Voting Agreement (this “Agreement”) is entered into as of the 9th day of August, 2019, by and between Marquis Bancorp, Inc., a Florida corporation (“MBI”), and the undersigned holder (“Shareholder”) of Common Stock (as defined herein). RECITALS WHEREAS, as of the date hereof, Shareholder “beneficially owns” (as such term is defined in Rul |
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| January 28, 2020 |
Exhibit 10.17 April 1, 2015 BayBoston Capital L.P. 1280 Centre Street, Suite 2 Newton Center, MA 02459 Attention: Carlos Garcia Re: Board Seat and Holdings Confirmation Dear Carlos: This letter will confirm our mutual understanding that BayBoston Capital L.P. (the "Fund") shall have the right to designate one board member of Professional Holdings Corp. (the "Company") as well as its wholly owned s |
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| January 28, 2020 |
Exhibit 10.13 RESTRICTED STOCK AWARD AGREEMENT This Restricted Stock Award Agreement (this “Agreement”) sets forth the terms of a Restricted Stock award granted on (the “Effective Date”) by Professional Holding Corp., a Florida corporation (the “Company”), to (the “Participant”). Capitalized terms used but not defined in this Agreement have the meanings ascribed to them in the Professional Holding |
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| January 28, 2020 |
Articles of Incorporation of Professional Holding Corp. Exhibit 3.1 ARTICLES OF INCORPORATION OF PROFESSIONAL HOLDING CORP. The undersigned incorporator, for the purpose of forming a corporation under and by virtue of the laws of the State of Florida, hereby adopts the following Articles of Incorporation of Professional Holding Corp., a Florida corporation (the “Company”): ARTICLE I Name The name of the Company is Professional Holding Corp. ARTICLE II |
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| January 28, 2020 |
Professional Holding Corp. 2012 Share Appreciation Rights Plan Exhibit 10.5 PROFESSIONAL BANK 2012 SHARE APPRECIATION RIGHTS PLAN Professional Bank, a Florida commercial bank (“Professional Bank” or the “Bank”), previously adopted the Stock Option Plan (the “Prior Plan”). The Board of Directors adopted an amendment to the Prior Plan and adopted this 2012 Share Appreciation Rights Plan (the “SAR Plan”), effective upon approval by the Board of Directors of Prof |
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| January 28, 2020 |
Exhibit 10.21 PROFESSIONAL HOLDING CORP. 396 Alhambra Circle, Suite 255 Coral Gables, Florida 33146 February 17, 2017 Re: Investor Rights Letter Agreement Ladies and Gentlemen: This letter agreement (the “Letter Agreement”) will confirm our agreement that pursuant to and effective as of the Closing Date of your purchase of capital stock of Professional Holding Corp. (the “Company”), a Florida corp |
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| January 28, 2020 |
Exhibit 10.26 SHAREHOLDER VOTING AGREEMENT This Shareholder Voting Agreement (this “Agreement”) is entered into as of the 9th day of August, 2019, by and between Professional Holding Corp, a Florida corporation (“PHC”), and the undersigned holder (“Shareholder”) of Common Stock (as defined herein). RECITALS WHEREAS, as of the date hereof, Shareholder “beneficially owns” (as such term is defined in |
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| January 28, 2020 |
Exhibit 10.20 PROFESSIONAL HOLDING CORP. 396 Alhambra Circle, Suite 255 Coral Gables, Florida 33146 February 17, 2017 BayBoston Capital L.P. 1280 Centre Street, Suite 2 Newton Center, MA 02459 Attention: Carlos M. Garcia Re: Investor Rights Letter Agreement Ladies and Gentlemen: This letter agreement (the “Letter Agreement”) will confirm our agreement that pursuant to and effective as of the Closi |
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| January 28, 2020 |
Professional Holding Corp. 2019 Equity Incentive Plan. Exhibit 10.12 Professional Holding Corp. 2019 Equity Incentive Plan 1. Purpose; Eligibility. 1.1 General Purpose. The name of this plan is the Professional Holding Corp. 2019 Equity Incentive Plan (the “Plan”). The purposes of the Plan are to (a) enable Professional Holding Corp., a Florida corporation (the “Company”), and any Affiliate to attract and retain the types of Employees, Consultants and |
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| January 28, 2020 |
Exhibit 3.2 ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF PROFESSIONAL HOLDING CORP. Professional Holding Corp., a Florida corporation (the “Company”), pursuant to the provisions of Section 607.1006, Florida Statutes, adopts these Articles of Amendment (“Amendment”) pursuant to the provisions of the Florida Business Corporation Act (the “Act”). 1. The Company filed its Articles of Incorpor |
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| January 28, 2020 |
Form of Indemnification Agreement. Exhibit 10.14 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made as of , 20, by and among PROFESSIONAL HOLDING CORP., a registered bank holding company organized under the laws of the State of Florida (the “Company”), PROFESSIONAL BANK, a bank chartered under the laws of the State of Florida (the “Bank”) and (“Indemnitee”). RECITALS WHEREAS, highly competent persons hav |
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| January 28, 2020 |
Exhibit 10.18 February 17, 2017 BayBoston Capital L.P. 1280 Centre Street, Suite 2 Newton Center, MA 02459 Attention: Carlos Garcia Re: Amendment to Letter Agreement Dated April 1, 2015 Dear Carlos: This letter will confirm the mutual agreement between Professional Holding Corp. ("PHC") and BayBoston Capital L.P. ("BayBoston") that the first sentence of that certain letter agreement, dated as of A |
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| January 28, 2020 |
[LETTERHEAD OF WACHTELL, LIPTON, ROSEN & KATZ] January 28, 2020 VIA HAND DELIVERY AND EDGAR U. |
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| January 28, 2020 |
Form of Stock Purchase Agreement (2017 Private Offering). Exhibit 10.15 EXECUTION VERSION STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into by and between Professional Holding Corp., a Florida corporation (the “Company”), and each Investor (each an “Investor” and collectively, the “Investors”) whose name appears on the signature page hereto and is made as of the date of the Company’s acceptance hereof (the “Accepta |
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| January 28, 2020 |
Subsidiaries of Professional Holding Corp. Exhibit 21.1 Subsidiaries of the Registrant Professional Bank (Florida) |
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| January 28, 2020 |
Exhibit10.19 PROFESSIONAL HOLDING CORP. 396 Alhambra Circle, Suite 255 Coral Gables, Florida 33146 February 17, 2017 EJF Sidecar Fund, Series LLC – Series E 2107 Wilson Blvd. Suite 410 Arlington, VA 22201 Re: Investor Rights Letter Agreement Ladies and Gentlemen: This letter agreement (the “Letter Agreement”) will confirm our agreement that pursuant to and effective as of the Closing Date of your |
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| January 28, 2020 |
Employment Agreement among Professional Holding Corp., Professional Bank and Mary Usategui. Exhibit 10.3 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is made as of this 31 day of December, 2017, by and between Professional Bank, a Florida state-chartered commercial bank (the "Bank"), and Mary Usategui (the "Executive"). WITNESSETH: WHEREAS, the Bank desires to retain the services of and employ the Executive, and the Executive desires to provide services to the Bank, p |
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| January 28, 2020 |
Amendment No. 2 to Professional Holding Corp. 2014 Share Appreciation Rights Plan. Exhibit 10.9 EXHIBIT B AMENDMENT NO. 2 TO PROFESSIONAL HOLDING CORP. 2014 SHARE APPRECIATION RIGHTS PLAN THIS AMENDMENT TO THE PROFESSIONAL HOLDING CORP. 2014 SHARE APPRECIATION RIGHTS PLAN (this "Amendment") is to be effective as of September 26, 2017 (the "Amendment Date"). WHEREAS, the Board of Directors of Professional Holding Corp. (the "Corporation") approved this Amendment: NOW, THEREFORE: |
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| January 24, 2020 |
Our File Number: 42282.00005 Writer’s Direct Dial Number: (954) 468-1373 Writer’s Direct Fax Number: (954) 888-2002 Writer’s E-Mail Address: [email protected] FOIA CONFIDENTIAL TREATMENT REQUEST January 24, 2020 VIA EDGAR CONFIDENTIAL TREATMENT REQUESTED BY PROFESSIONAL HOLDING CORP. PURSUANT TO 17 CFR 200.83 – PLEASE CONTACT GUSTAV SCHMIDT TELEPHONE: (954) 468-1373 OR FAX: (954) 888-2002. U.S. |
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| January 17, 2020 |
Form of Class A Common Stock Certificate of Professional Holding Corp. Exhibit 4.1 . ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS# CLASS A VOTING COMMON STOCK CLASS A VOTING COMMON STOCK Authorized Stock: 50,000,000 Shares of Class A Voting Common Stock, Par Value $.01 10,000,000 Shares of Class B Non-Voting Common Stock, Par Value $.01 10,000,000 Shares of Preferred Stock PO BOX 43004, Providence, RI 02940-3004 MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD |
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| January 17, 2020 |
Form of Class B Common Stock Certificate of Professional Holding Corp. Exhibit 4.2 . ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS# CLASS B NON-VOTING COMMON STOCK CLASS B NON-VOTING COMMON STOCK Authorized Stock: 50,000,000 Shares of Class A Voting Common Stock, Par Value $.01 10,000,000 Shares of Class B Non-Voting Common Stock, Par Value $.01 10,000,000 Shares of Preferred Stock Certificate Number ZQ00000000 THIS CERTIFIES THAT Is the record holder of (HOLDIN |
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| January 17, 2020 |
PFHD / Professional Holding Corp. S-1/A - - FORM S-1/A TABLE OF CONTENTS As filed to the Securities and Exchange Commission on January 17, 2020. |
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| January 17, 2020 |
Our File Number: 42282.00005 Writer’s Direct Dial Number: (954) 468-1373 Writer’s Direct Fax Number: (954) 888-2002 Writer’s E-Mail Address: [email protected] January 17, 2020 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-4561 Attn: Julia Griffith Re: Professional Holding Corp. Registration Statement on Form S-1 Filed |
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| January 13, 2020 |
Our File Number: 00042282.00005 Writer’s Direct Fax Number: (954) 888-2002 Writer’s E-Mail Address: [email protected] January 13, 2020 Via EDGAR CONFIDENTIAL TREATMENT REQUESTED BY PROFESSIONAL HOLDING CORP. PURSUANT TO 17 CFR 200.83 – PLEASE CONTACT GUSTAV SCHMIDT TELEPHONE: (954) 468-1373 OR FAX: (954) 888-2002. U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Str |
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| January 6, 2020 |
Exhibit 10.25 SHAREHOLDER VOTING AGREEMENT This Shareholder Voting Agreement (this “Agreement”) is entered into as of the 9th day of August, 2019, by and between Marquis Bancorp, Inc., a Florida corporation (“MBI”), and the undersigned holder (“Shareholder”) of Common Stock (as defined herein). RECITALS WHEREAS, as of the date hereof, Shareholder “beneficially owns” (as such term is defined in Rul |
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| January 6, 2020 |
Exhibit 10.22 EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of February 17, 2017, by and between Professional Holding Corp., a Florida corporation and the parent company of Professional Bank (the “Company”), and the undersigned Investor (the “Investor”). Capitalized terms not defined in this Agreement shall have th |
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| January 6, 2020 |
Exhibit 10.24 EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of February 17, 2017, by and between Professional Holding Corp., a Florida corporation and the parent company of Professional Bank (the “Company”), and the undersigned Investor (the “Investor”). Capitalized terms not defined in this Agreement shall have th |
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| January 6, 2020 |
Form of Indemnification Agreement. Exhibit 10.14 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made as of , 20, by and among PROFESSIONAL HOLDING CORP., a registered bank holding company organized under the laws of the State of Florida (the “Company”), PROFESSIONAL BANK, a bank chartered under the laws of the State of Florida (the “Bank”) and (“Indemnitee”). RECITALS WHEREAS, highly competent persons hav |
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| January 6, 2020 |
Professional Holding Corp. 2019 Equity Incentive Plan. Exhibit 10.12 Professional Holding Corp. 2019 Equity Incentive Plan 1. Purpose; Eligibility. 1.1 General Purpose. The name of this plan is the Professional Holding Corp. 2019 Equity Incentive Plan (the “Plan”). The purposes of the Plan are to (a) enable Professional Holding Corp., a Florida corporation (the “Company”), and any Affiliate to attract and retain the types of Employees, Consultants and |
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| January 6, 2020 |
Exhibit 10.26 loan AGREEMENT THIS LOAN AGREEMENT (the “Agreement”) is made and entered into effective as of December 19, 2019 (“Effective Date”), by and between PROFESSIONAL HOLDING CORP., a Florida corporation, whose mailing address is 396 Alhambra Circle, Suite 255, Coral Gables, Florida 33134 (“Borrower”), for the benefit of VALLEY NATIONAL BANK, a National Banking Association (“Lender” or “Ban |
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| January 6, 2020 |
Exhibit 10.23 EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of February 17, 2017, by and between Professional Holding Corp., a Florida corporation and the parent company of Professional Bank (the “Company”), and the undersigned Investor (the “Investor”). Capitalized terms not defined in this Agreement shall have th |
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| January 6, 2020 |
Amendment No.1 to Professional Holding Corp. 2014 Share Appreciation Rights Plan. Exhibit 10.8 EXHIBIT A AMENDMENT NO. 1 TO PROFESSIONAL HOLDING CORP. 2014 SHARE APPRECIATION RIGHTS PLAN THIS AMENDMENT TO THE PROFESSIONAL HOLDING CORP. 2014 SHARE APPRECIATION RIGHTS PLAN (this "Amendment") is to be effective as of December 20, 2016 (the "Amendment Date"). WHEREAS, the Board of Directors of Professional Holding Corp. (the "Corporation") approved this Amendment; NOW, THEREFORE: 1 |
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| January 6, 2020 |
Form of Subscription Agreement (2018 Private Offering). Exhibit 10.16 PROFESSIONAL HOLDING CORP. SUBSCRIPTION INSTRUCTIONS To subscribe for shares of Class A Voting Common Stock and/or Class B Non-Voting Common Stock of Professional Holding Corp., a Florida corporation (Company), prospective investors must complete all of the subscription documents contained in this package in accordance with the instructions below: (1) Prospective investors must caref |
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| January 6, 2020 |
Employment Agreement among Professional Holding Corp., Professional Bank and Ryan Gorney. Exhibit 10.4 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is made as of this 28th day of November, 2018, by and between Professional Bank (the “Bank”), and Ryan Gorney (the “Executive”). WITNESSETH: WHEREAS, the Bank desires to retain the services of and employ the Executive, and the Executive desires to provide services to the Bank, pursuant to the terms and conditions of this |
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| January 6, 2020 |
Exhibit 10.13 RESTRICTED STOCK AWARD AGREEMENT This Restricted Stock Award Agreement (this “Agreement”) sets forth the terms of a Restricted Stock award granted on (the “Effective Date”) by Professional Holding Corp., a Florida corporation (the “Company”), to (the “Participant”). Capitalized terms used but not defined in this Agreement have the meanings ascribed to them in the Professional Holding |
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| January 6, 2020 |
Subsidiaries of Professional Holding Corp. Exhibit 21.1 Subsidiaries of the Registrant Professional Bank (Florida) |
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| January 6, 2020 |
Articles of Incorporation of Professional Holding Corp. Exhibit 3.1 ARTICLES OF INCORPORATION OF PROFESSIONAL HOLDING CORP. The undersigned incorporator, for the purpose of forming a corporation under and by virtue of the laws of the State of Florida, hereby adopts the following Articles of Incorporation of Professional Holding Corp., a Florida corporation (the “Company”): ARTICLE I Name The name of the Company is Professional Holding Corp. ARTICLE II |
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| January 6, 2020 |
Professional Holding Corp. 2012 Share Appreciation Rights Plan. Exhibit 10.5 PROFESSIONAL BANK 2012 SHARE APPRECIATION RIGHTS PLAN Professional Bank, a Florida commercial bank (“Professional Bank” or the “Bank”), previously adopted the Stock Option Plan (the “Prior Plan”). The Board of Directors adopted an amendment to the Prior Plan and adopted this 2012 Share Appreciation Rights Plan (the “SAR Plan”), effective upon approval by the Board of Directors of Prof |
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| January 6, 2020 |
Amended and Restated Bylaws of Professional Holding Corp., effective as of August 23, 2019. Exhibit 3.3 BYLAWS OF PROFESSIONAL HOLDING CORP. As Amended and Restated by the Board of Directors on August 23, 2019. ARTICLE I MEETINGS OF SHAREHOLDERS 1.1 Annual Meeting. The annual meeting of the shareholders of Professional Holding Corp., a Florida corporation (the “Company”), shall be held at the time and place designated by the Board of Directors of the Company but no later than the end of |
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| January 6, 2020 |
Amendment No. 2 to Professional Holding Corp. 2014 Share Appreciation Rights Plan. Exhibit 10.9 EXHIBIT B AMENDMENT NO. 2 TO PROFESSIONAL HOLDING CORP. 2014 SHARE APPRECIATION RIGHTS PLAN THIS AMENDMENT TO THE PROFESSIONAL HOLDING CORP. 2014 SHARE APPRECIATION RIGHTS PLAN (this "Amendment") is to be effective as of September 26, 2017 (the "Amendment Date"). WHEREAS, the Board of Directors of Professional Holding Corp. (the "Corporation") approved this Amendment: NOW, THEREFORE: |
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| January 6, 2020 |
Exhibit 10.20 PROFESSIONAL HOLDING CORP. 396 Alhambra Circle, Suite 255 Coral Gables, Florida 33146 February 17, 2017 BayBoston Capital L.P. 1280 Centre Street, Suite 2 Newton Center, MA 02459 Attention: Carlos M. Garcia Re: Investor Rights Letter Agreement Ladies and Gentlemen: This letter agreement (the “Letter Agreement”) will confirm our agreement that pursuant to and effective as of the Closi |
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| January 6, 2020 |
TABLE OF CONTENTS Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER By and Between PROFESSIONAL HOLDING CORP. and MARQUIS BANCORP, INC. Dated as of August 9, 2019 TABLE OF CONTENTS TABLE OF CONTENTS Page ARTICLE I THE MERGER 1 1.1 The Merger 1 1.2 Effective Time 1 1.3 Effects of the Merger 1 1.4 Conversion of Stock 2 1.5 Treatment of MBI Stock Options 3 1.6 Incorporation Documents and Byl |
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| January 6, 2020 |
Our File Number: 42282.00005 Writer’s Direct Dial Number: (954) 468-1373 Writer’s Direct Fax Number: (954) 888-2002 Writer’s E-Mail Address: [email protected] January 6, 2020 VIA FEDEX U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-4561 Attn: Julia Griffith Re: Professional Holding Corp. Draft Registration Statement on Form S-1 |
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| January 6, 2020 |
Exhibit 10.17 April 1, 2015 BayBoston Capital L.P. 1280 Centre Street, Suite 2 Newton Center, MA 02459 Attention: Carlos Garcia Re: Board Seat and Holdings Confirmation Dear Carlos: This letter will confirm our mutual understanding that BayBoston Capital L.P. (the "Fund") shall have the right to designate one board member of Professional Holdings Corp. (the "Company") as well as its wholly owned s |
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| January 6, 2020 |
Employment Agreement among Professional Holding Corp., Professional Bank and Mary Usategui. Exhibit 10.3 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is made as of this 31 day of December, 2017, by and between Professional Bank, a Florida state-chartered commercial bank (the "Bank"), and Mary Usategui (the "Executive"). WITNESSETH: WHEREAS, the Bank desires to retain the services of and employ the Executive, and the Executive desires to provide services to the Bank, p |
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| January 6, 2020 |
Employment Agreement among Professional Holding Corp., Professional Bank and Abel L. Iglesias. Exhibit 10.2 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is made as of this 16th day of July, 2019, by and between Professional Bank, a Florida state-chartered commercial bank (the "Bank"), and Abel L. Iglesias (the "Executive"). WITNESSETH: WHEREAS, the Bank desires to continue retaining the services of and employing the Executive, and the Executive desires to continue provid |
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| January 6, 2020 |
Form of Unit Agreement for Professional Holding Corp. 2014 Share Appreciation Rights Plan. Exhibit 10.10 UNIT AGREEMENT PROFESSIONAL HOLDING CORP. SHARE APPRECIATION RIGHTS PLAN This Professional Holding Corp. Share Appreciation Rights Plan Unit Agreement (“Unit Agreement”), dated as of (“Grant Date”), has been made by and between (i) Professional Holding Corp., a registered bank holding company organized under the laws of the State of Florida (“Company”); (ii) Professional Bank (“Bank” |
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| January 6, 2020 |
Professional Holding Corp. 2016 Amended and Restated Stock Option Plan. Exhibit 10.11 PROFESSIONAL HOLDING CORP. 2016 AMENDED AND RESTATED stock OPTION PLAN ARTICLE 1 GENERAL PROVISIONS 1.1 Purpose. This Stock Option Plan (the “Plan”) of PROFESSIONAL HOLDING CORP. (the “Company”) is adopted for the following purposes: (1) to closely associate the interests of certain Key Persons (as hereinafter defined) with the interests of the Company; (2) to encourage the Key Perso |
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| January 6, 2020 |
Form of Stock Purchase Agreement (2017 Private Offering). Exhibit 10.15 EXECUTION VERSION STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into by and between Professional Holding Corp., a Florida corporation (the “Company”), and each Investor (each an “Investor” and collectively, the “Investors”) whose name appears on the signature page hereto and is made as of the date of the Company’s acceptance hereof (the “Accepta |
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| January 6, 2020 |
Exhibit 10.21 PROFESSIONAL HOLDING CORP. 396 Alhambra Circle, Suite 255 Coral Gables, Florida 33146 February 17, 2017 Re: Investor Rights Letter Agreement Ladies and Gentlemen: This letter agreement (the “Letter Agreement”) will confirm our agreement that pursuant to and effective as of the Closing Date of your purchase of capital stock of Professional Holding Corp. (the “Company”), a Florida corp |
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| January 6, 2020 |
Exhibit10.19 PROFESSIONAL HOLDING CORP. 396 Alhambra Circle, Suite 255 Coral Gables, Florida 33146 February 17, 2017 EJF Sidecar Fund, Series LLC – Series E 2107 Wilson Blvd. Suite 410 Arlington, VA 22201 Re: Investor Rights Letter Agreement Ladies and Gentlemen: This letter agreement (the “Letter Agreement”) will confirm our agreement that pursuant to and effective as of the Closing Date of your |
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| January 6, 2020 |
Professional Holding Corp. 2014 Associate Stock Purchase Plan. Exhibit 10.6 PROFESSIONAL HOLDING CORP. 2014 ASSOCIATE STOCK PURCHASE PLAN 1. Purpose. The purpose of the Plan is to provide Associates of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock of the Company through accumulated payroll deductions. It is the intention of the Company to have the Plan qualify as an "Employee Stock Purchase Plan" under Section 423 of |
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| January 6, 2020 |
Employment Agreement among Professional Holding Corp., Professional Bank and Daniel R. Sheehan. Exhibit 10.1 Strictly Confidential EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is made as of this 2nd day of May, 2018 (the “Effective Date”), by and among Professional Holding Corp., a Florida corporation (the “Parent”), Professional Bank, a Florida state-chartered commercial bank (the “Bank”), and Daniel R. Sheehan (the “Executive”). WITNESSETH: WHEREAS, the Parent and the |
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| January 6, 2020 |
TABLE OF CONTENTS As filed to the Securities and Exchange Commission on January 6, 2020. |
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| January 6, 2020 |
Exhibit 3.2 ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF PROFESSIONAL HOLDING CORP. Professional Holding Corp., a Florida corporation (the “Company”), pursuant to the provisions of Section 607.1006, Florida Statutes, adopts these Articles of Amendment (“Amendment”) pursuant to the provisions of the Florida Business Corporation Act (the “Act”). 1. The Company filed its Articles of Incorpor |
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| January 6, 2020 |
Professional Holding Corp. 2014 Share Appreciation Rights Plan. Exhibit 10.7 PROFESSIONAL HOLDING CORP. 2014 SHARE APPRECIATION RIGHTS PLAN Professional Holding Corp., a registered bank holding company organized under the laws of the State of Florida (“Corporation”), hereby adopts this 2014 Share Appreciation Rights Plan (“Plan”) through its Board of Directors for benefit of its employees and for the benefit of the employees of Professional Bank (“Bank”), its |
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| January 6, 2020 |
Exhibit 10.18 February 17, 2017 BayBoston Capital L.P. 1280 Centre Street, Suite 2 Newton Center, MA 02459 Attention: Carlos Garcia Re: Amendment to Letter Agreement Dated April 1, 2015 Dear Carlos: This letter will confirm the mutual agreement between Professional Holding Corp. ("PHC") and BayBoston Capital L.P. ("BayBoston") that the first sentence of that certain letter agreement, dated as of A |
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| December 23, 2019 |
Exhibit 10.2 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is made as of this 16th day of July, 2019, by and between Professional Bank, a Florida state-chartered commercial bank (the "Bank"), and Abel L. Iglesias (the "Executive"). WITNESSETH: WHEREAS, the Bank desires to continue retaining the services of and employing the Executive, and the Executive desires to continue provid |
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| December 23, 2019 |
PROFESSIONAL HOLDING CORP. 2014 ASSOCIATE STOCK PURCHASE PLAN Exhibit 10.6 PROFESSIONAL HOLDING CORP. 2014 ASSOCIATE STOCK PURCHASE PLAN 1. Purpose. The purpose of the Plan is to provide Associates of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock of the Company through accumulated payroll deductions. It is the intention of the Company to have the Plan qualify as an "Employee Stock Purchase Plan" under Section 423 of |
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| December 23, 2019 |
PROFESSIONAL HOLDING CORP. 396 Alhambra Circle, Suite 255 Coral Gables, Florida 33146 Exhibit10.19 PROFESSIONAL HOLDING CORP. 396 Alhambra Circle, Suite 255 Coral Gables, Florida 33146 February 17, 2017 EJF Sidecar Fund, Series LLC – Series E 2107 Wilson Blvd. Suite 410 Arlington, VA 22201 Re: Investor Rights Letter Agreement Ladies and Gentlemen: This letter agreement (the “Letter Agreement”) will confirm our agreement that pursuant to and effective as of the Closing Date of your |
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| December 23, 2019 |
Exhibit 10.15 EXECUTION VERSION STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into by and between Professional Holding Corp., a Florida corporation (the “Company”), and each Investor (each an “Investor” and collectively, the “Investors”) whose name appears on the signature page hereto and is made as of the date of the Company’s acceptance hereof (the “Accepta |
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| December 23, 2019 |
PROFESSIONAL HOLDING CORP. 2016 AMENDED AND RESTATED stock OPTION PLAN ARTICLE 1 GENERAL PROVISIONS Exhibit 10.11 PROFESSIONAL HOLDING CORP. 2016 AMENDED AND RESTATED stock OPTION PLAN ARTICLE 1 GENERAL PROVISIONS 1.1 Purpose. This Stock Option Plan (the “Plan”) of PROFESSIONAL HOLDING CORP. (the “Company”) is adopted for the following purposes: (1) to closely associate the interests of certain Key Persons (as hereinafter defined) with the interests of the Company; (2) to encourage the Key Perso |
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| December 23, 2019 |
ARTICLES OF AMENDMENT ARTICLES OF INCORPORATION PROFESSIONAL HOLDING CORP. Exhibit 3.2 ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF PROFESSIONAL HOLDING CORP. Professional Holding Corp., a Florida corporation (the “Company”), pursuant to the provisions of Section 607.1006, Florida Statutes, adopts these Articles of Amendment (“Amendment”) pursuant to the provisions of the Florida Business Corporation Act (the “Act”). 1. The Company filed its Articles of Incorpor |
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| December 23, 2019 |
PROFESSIONAL BANK 2012 SHARE APPRECIATION RIGHTS PLAN Exhibit 10.5 PROFESSIONAL BANK 2012 SHARE APPRECIATION RIGHTS PLAN Professional Bank, a Florida commercial bank (“Professional Bank” or the “Bank”), previously adopted the Stock Option Plan (the “Prior Plan”). The Board of Directors adopted an amendment to the Prior Plan and adopted this 2012 Share Appreciation Rights Plan (the “SAR Plan”), effective upon approval by the Board of Directors of Prof |
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| December 23, 2019 |
Exhibit 10.17 April 1, 2015 BayBoston Capital L.P. 1280 Centre Street, Suite 2 Newton Center, MA 02459 Attention: Carlos Garcia Re: Board Seat and Holdings Confirmation Dear Carlos: This letter will confirm our mutual understanding that BayBoston Capital L.P. (the "Fund") shall have the right to designate one board member of Professional Holdings Corp. (the "Company") as well as its wholly owned s |
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| December 23, 2019 |
UNIT AGREEMENT PROFESSIONAL HOLDING CORP. SHARE APPRECIATION RIGHTS PLAN Exhibit 10.10 UNIT AGREEMENT PROFESSIONAL HOLDING CORP. SHARE APPRECIATION RIGHTS PLAN This Professional Holding Corp. Share Appreciation Rights Plan Unit Agreement (“Unit Agreement”), dated as of (“Grant Date”), has been made by and between (i) Professional Holding Corp., a registered bank holding company organized under the laws of the State of Florida (“Company”); (ii) Professional Bank (“Bank” |
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| December 23, 2019 |
PFHD / Professional Holding Corp. DRS - - TABLE OF CONTENTS As confidentially submitted to the Securities and Exchange Commission on December 23, 2019. |
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| December 23, 2019 |
EX-10.9 13 filename13.htm Exhibit 10.9 EXHIBIT B AMENDMENT NO. 2 TO PROFESSIONAL HOLDING CORP. 2014 SHARE APPRECIATION RIGHTS PLAN THIS AMENDMENT TO THE PROFESSIONAL HOLDING CORP. 2014 SHARE APPRECIATION RIGHTS PLAN (this "Amendment") is to be effective as of September 26, 2017 (the "Amendment Date"). WHEREAS, the Board of Directors of Professional Holding Corp. (the "Corporation") approved this A |
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| December 23, 2019 |
Exhibit 10.23 EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of February 17, 2017, by and between Professional Holding Corp., a Florida corporation and the parent company of Professional Bank (the “Company”), and the undersigned Investor (the “Investor”). Capitalized terms not defined in this Agreement shall have th |
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| December 23, 2019 |
Exhibit 10.14 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made as of , 20, by and among PROFESSIONAL HOLDING CORP., a registered bank holding company organized under the laws of the State of Florida (the “Company”), PROFESSIONAL BANK, a bank chartered under the laws of the State of Florida (the “Bank”) and (“Indemnitee”). RECITALS WHEREAS, highly competent persons hav |
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| December 23, 2019 |
AMENDMENT NO. 1 TO PROFESSIONAL HOLDING CORP. 2014 SHARE APPRECIATION RIGHTS PLAN Exhibit 10.8 EXHIBIT A AMENDMENT NO. 1 TO PROFESSIONAL HOLDING CORP. 2014 SHARE APPRECIATION RIGHTS PLAN THIS AMENDMENT TO THE PROFESSIONAL HOLDING CORP. 2014 SHARE APPRECIATION RIGHTS PLAN (this "Amendment") is to be effective as of December 20, 2016 (the "Amendment Date"). WHEREAS, the Board of Directors of Professional Holding Corp. (the "Corporation") approved this Amendment; NOW, THEREFORE: 1 |
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| December 23, 2019 |
Exhibit 10.22 EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of February 17, 2017, by and between Professional Holding Corp., a Florida corporation and the parent company of Professional Bank (the “Company”), and the undersigned Investor (the “Investor”). Capitalized terms not defined in this Agreement shall have th |
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| December 23, 2019 |
Exhibit 10.1 Strictly Confidential EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is made as of this 2nd day of May, 2018 (the “Effective Date”), by and among Professional Holding Corp., a Florida corporation (the “Parent”), Professional Bank, a Florida state-chartered commercial bank (the “Bank”), and Daniel R. Sheehan (the “Executive”). WITNESSETH: WHEREAS, the Parent and the |
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| December 23, 2019 |
ARTICLES OF INCORPORATION PROFESSIONAL HOLDING CORP. Exhibit 3.1 ARTICLES OF INCORPORATION OF PROFESSIONAL HOLDING CORP. The undersigned incorporator, for the purpose of forming a corporation under and by virtue of the laws of the State of Florida, hereby adopts the following Articles of Incorporation of Professional Holding Corp., a Florida corporation (the “Company”): ARTICLE I Name The name of the Company is Professional Holding Corp. ARTICLE II |
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| December 23, 2019 |
PROFESSIONAL HOLDING CORP. 2014 SHARE APPRECIATION RIGHTS PLAN EX-10.7 11 filename11.htm Exhibit 10.7 PROFESSIONAL HOLDING CORP. 2014 SHARE APPRECIATION RIGHTS PLAN Professional Holding Corp., a registered bank holding company organized under the laws of the State of Florida (“Corporation”), hereby adopts this 2014 Share Appreciation Rights Plan (“Plan”) through its Board of Directors for benefit of its employees and for the benefit of the employees of Profes |
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| December 23, 2019 |
PROFESSIONAL HOLDING CORP. SUBSCRIPTION INSTRUCTIONS Exhibit 10.16 PROFESSIONAL HOLDING CORP. SUBSCRIPTION INSTRUCTIONS To subscribe for shares of Class A Voting Common Stock and/or Class B Non-Voting Common Stock of Professional Holding Corp., a Florida corporation (Company), prospective investors must complete all of the subscription documents contained in this package in accordance with the instructions below: (1) Prospective investors must caref |
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| December 23, 2019 |
RESTRICTED STOCK AWARD AGREEMENT Exhibit 10.13 RESTRICTED STOCK AWARD AGREEMENT This Restricted Stock Award Agreement (this “Agreement”) sets forth the terms of a Restricted Stock award granted on (the “Effective Date”) by Professional Holding Corp., a Florida corporation (the “Company”), to (the “Participant”). Capitalized terms used but not defined in this Agreement have the meanings ascribed to them in the Professional Holding |
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| December 23, 2019 |
Professional Holding Corp. 2019 Equity Incentive Plan Exhibit 10.12 Professional Holding Corp. 2019 Equity Incentive Plan 1. Purpose; Eligibility. 1.1 General Purpose. The name of this plan is the Professional Holding Corp. 2019 Equity Incentive Plan (the “Plan”). The purposes of the Plan are to (a) enable Professional Holding Corp., a Florida corporation (the “Company”), and any Affiliate to attract and retain the types of Employees, Consultants and |
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| December 23, 2019 |
Exhibit 10.3 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is made as of this 31 day of December, 2017, by and between Professional Bank, a Florida state-chartered commercial bank (the "Bank"), and Mary Usategui (the "Executive"). WITNESSETH: WHEREAS, the Bank desires to retain the services of and employ the Executive, and the Executive desires to provide services to the Bank, p |
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| December 23, 2019 |
EX-10.24 28 filename28.htm Exhibit 10.24 EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of February 17, 2017, by and between Professional Holding Corp., a Florida corporation and the parent company of Professional Bank (the “Company”), and the undersigned Investor (the “Investor”). Capitalized terms not defined in t |
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| December 23, 2019 |
PROFESSIONAL HOLDING CORP. 396 Alhambra Circle, Suite 255 Coral Gables, Florida 33146 Exhibit 10.21 PROFESSIONAL HOLDING CORP. 396 Alhambra Circle, Suite 255 Coral Gables, Florida 33146 February 17, 2017 Re: Investor Rights Letter Agreement Ladies and Gentlemen: This letter agreement (the “Letter Agreement”) will confirm our agreement that pursuant to and effective as of the Closing Date of your purchase of capital stock of Professional Holding Corp. (the “Company”), a Florida corp |
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| December 23, 2019 |
PROFESSIONAL HOLDING CORP. 396 Alhambra Circle, Suite 255 Coral Gables, Florida 33146 Exhibit 10.20 PROFESSIONAL HOLDING CORP. 396 Alhambra Circle, Suite 255 Coral Gables, Florida 33146 February 17, 2017 BayBoston Capital L.P. 1280 Centre Street, Suite 2 Newton Center, MA 02459 Attention: Carlos M. Garcia Re: Investor Rights Letter Agreement Ladies and Gentlemen: This letter agreement (the “Letter Agreement”) will confirm our agreement that pursuant to and effective as of the Closi |
