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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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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 13, 2021

REPUBLIC BANCORP, INC.

(Exact name of registrant as specified in its charter)

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Registrant’s telephone number, including area code: (502) 584-3600

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NOT APPLICABLE
(Former Name or former Address, if changed since last report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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Emerging growth company ☐

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 8.01 Other Events.

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On May 14, 2021, Green Dot Corporation (NASDAQ: GDOT) (“Green Dot”) and Republic Bank & Trust Company (the “Bank”), a subsidiary of Republic Bancorp, Inc. (NASDAQ: RBCAA) issued a joint press release announcing the execution of the Asset Purchase Agreement, dated as of May 13, 2021, by and between Green Dot and the Bank pursuant to which, upon the terms and subject to the conditions set forth therein, Green Dot will purchase the Bank’s Tax Refund Solutions business.  A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS

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Exhibit No.Description

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Forward-Looking Statements

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The attached press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  The forward-looking statements regarding the definitive agreement and the closing of the transaction are based on our current expectations and assumptions regarding our business, the impact of the COVID-19 pandemic and the satisfaction of closing conditions for the transaction. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by forward-looking statements. We caution you therefore against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. Actual results could differ materially based upon various factors including but not limited to, the following: (a) risks related to the satisfaction of the conditions to closing the proposed transaction (including the failure to obtain necessary regulatory approval(s) in the anticipated timeframe or at all); (b) the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreement; (c) disruption from the proposed transaction making it difficult to maintain business and operational relationships, including retaining and hiring key personnel and maintaining relationships with the Bank’s customers, vendors and others with whom the Bank does business; (d) the risk of litigation and/or regulatory actions related to the proposed transaction; and (e) such other risks and uncertainties described more fully in documents filed with or furnished to the Securities and Exchange Commission (“SEC”) from time to time by the Company, including those factors set forth as “Risk Factors” in the Company’s Annual Report on Form 10-K for the period ended December 31, 2020.  The Company undertakes no obligation to update any forward-looking statements, except as required by applicable law.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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