First Hawaiian, Inc. (FHB) 8-K Earnings Release

HONOLULU, Hawaii October 28, 2022--(Globe Newswire)--First Hawaiian, Inc. (NASDAQ:FHB), (“First Hawaiian” or the “Company”) today reported financial results for its quarter ended September 30, 2022.

“I’m pleased to report that we had a very strong third quarter, as net income increased by over 16% from the prior quarter,” said Bob Harrison, Chairman, President and CEO. “We had robust loan growth, and credit quality remained excellent.”

On October 26, 2022, the Company’s Board of Directors declared a quarterly cash dividend of $0.26 per share. The dividend will be payable on December 2, 2022, to stockholders of record at the close of business on November 21, 2022.

Third Quarter 2022 Highlights:

●

Net income of $69.0 million, or $0.54 per diluted share

●

Total loans and leases increased $437.6 million versus prior quarter

●

Total deposits decreased $509.7 million versus prior quarter

●

Net interest margin increased 33 basis points to 2.93%

●

Recorded a $3.2 million provision for credit losses

●

Board of Directors declared a quarterly dividend of $0.26 per share

Balance Sheet

Total assets were $24.9 billion as of September 30, 2022, compared to $25.4 billion as of June 30, 2022.

Gross loans and leases were $13.7 billion as of September 30, 2022, an increase of $437.6 million, or 3.3%, from $13.3 billion as of June 30, 2022.

Total deposits were $22.1 billion as of September 30, 2022, a decrease of $509.7 million, or 2.3%, from $22.6 billion as of June 30, 2022.

Net Interest Income

Net interest income for the third quarter of 2022 was $162.7 million, an increase of $17.6 million, or 12.1%, compared to $145.1 million for the prior quarter.

The net interest margin was 2.93% in the third quarter of 2022, an increase of 33 basis points compared to 2.60% in the prior quarter.

Provision Expense

During the quarter ended September 30, 2022, we recorded a $3.2 million provision for credit losses. In the quarter ended June 30, 2022, we recorded a $1.0 million provision for credit losses.

Noninterest Income

Noninterest income was $45.9 million in the third quarter of 2022, an increase of $1.7 million compared to noninterest income of $44.1 million in the prior quarter.

Noninterest Expense

Noninterest expense was $113.3 million in the third quarter of 2022, an increase of $4.2 million compared to noninterest expense of $109.2 million in the prior quarter.

The efficiency ratio was 54.0% and 57.3% for the quarters ended September 30, 2022 and June 30, 2022, respectively.

Taxes

The effective tax rate was 25.0% for the quarters ended September 30, 2022 and June 30, 2022.

Asset Quality

The allowance for credit losses was $148.2 million, or 1.08% of total loans and leases, as of September 30, 2022, compared to $148.9 million, or 1.12% of total loans and leases, as of June 30, 2022. The reserve for unfunded commitments was $30.1 million as of September 30, 2022, compared to $29.0 million as of June 30, 2022. Net charge-offs were $2.8 million, or 0.08% of average loans and leases on an annualized basis for the quarter ended September 30, 2022, compared to net charge-offs of $2.3 million, or 0.07% of average loans and leases on an annualized basis, for the quarter ended June 30, 2022. Total non-performing assets were $8.4 million, or 0.06% of total loans and leases and other real estate owned, on September 30, 2022, compared to total non-performing assets of $7.9 million, or 0.06% of total loans and leases and other real estate owned, on June 30, 2022.

Capital

Total stockholders’ equity was $2.2 billion on September 30, 2022 compared to $2.3 billion on June 30, 2022.

The tier 1 leverage, common equity tier 1 and total capital ratios were 7.78%, 11.79% and 12.92%, respectively, on September 30, 2022, compared with 7.54%, 11.98% and 13.14%, respectively, on June 30, 2022.

The Company repurchased 0.1 million shares of common stock at a total cost of $2.5 million under the stock repurchase program in the third quarter. The average cost was $23.24 per share repurchased. Remaining buyback authority under the stock repurchase program was $65.5 million on September 30, 2022.

First Hawaiian, Inc.

First Hawaiian, Inc. (NASDAQ:FHB) is a bank holding company headquartered in Honolulu, Hawaii. Its principal subsidiary, First Hawaiian Bank, founded in 1858 under the name Bishop & Company, is Hawaii’s oldest and largest financial institution with branch locations throughout Hawaii, Guam and Saipan. The company offers a comprehensive suite of banking services to consumer and commercial customers including deposit products, loans, wealth management, insurance, trust, retirement planning, credit card and merchant processing services. Customers may also access their accounts through ATMs, online and mobile banking channels. For more information about First Hawaiian, Inc., visit the Company’s website, www.fhb.com.

Conference Call Information

First Hawaiian will host a conference call to discuss the Company’s results today at 1:00 p.m. Eastern Time, 7:00 a.m. Hawaii Time.

Please note that the process for accessing the conference call has changed. Participants will need to click on the registration link provided below, register for the conference call, and then you will receive the dial-in number and a personalized PIN code.

To access the call by phone, please register via the following link:

https://register.vevent.com/register/BIefa7fae07c09405291195a9acfdb68b6, and you will be provided with dial in details. To avoid delays, we encourage participants to dial into the conference call fifteen minutes ahead of the scheduled start time.

A live webcast of the conference call, including a slide presentation, will be available at the following link: www.fhb.com/earnings. The archive of the webcast will be available at the same location.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, future events and our financial performance. These statements are often, but not always, made through the use of words or phrases such as “may”, “might”, “should”, “could”, “predict”, “potential”, “believe”, “expect”, “continue”, “will”, “anticipate”, “seek”, “estimate”, “intend”, “plan”, “projection”, “would”, “annualized” and “outlook”, or the negative version of those words or other comparable words or phrases of a future or forward-looking nature. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, estimates and uncertainties that are difficult to predict. Further, statements about the potential effects of the COVID-19 pandemic on our businesses and financial results and conditions may constitute forward-looking statements and are subject to the risk that the actual effects may differ, possibly materially, from what is reflected in those forward-looking statements due to factors and future developments that are uncertain, unpredictable and in many cases beyond our control, including the scope and duration of the pandemic, actions taken by governmental authorities in response to the pandemic, and the direct and indirect impact of the pandemic on our customers, third parties and us. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, there can be no assurance that actual results will not prove to be materially different from the results expressed or implied by the forward-looking statements. A number of important factors could cause actual results or performance to differ materially from the forward-looking statements, including (without limitation) the risks and uncertainties associated with the ongoing impacts of COVID-19, the domestic and global economic environment and capital market conditions and other risk factors. For a discussion of some of these risks and important factors that could affect our future results and financial condition, see our U.S. Securities and Exchange Commission (“SEC”) filings, including, but not limited to, our Annual Report on Form 10-K for the year ended December 31, 2021 and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022 and June 30, 2022.

Use of Non-GAAP Financial Measures

Return on average tangible assets, return on average tangible stockholders’ equity, tangible book value per share and tangible stockholders’ equity to tangible assets are non-GAAP financial measures. We believe that these measurements are useful for investors, regulators, management and others to evaluate financial performance and capital adequacy relative to other financial institutions. Although these non-GAAP financial measures are frequently used by stakeholders in the evaluation of a company, they have limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of our results or financial condition as reported under GAAP. Investors should consider our performance and capital adequacy as reported under GAAP and all other relevant information when assessing our performance and capital adequacy.

Table 14 at the end of this document provides a reconciliation of these non-GAAP financial measures with their most directly comparable GAAP measures.


Investor Relations Contact:	Media Contact:
Kevin Haseyama, CFA	Lindsay Chambers
(808) 525-6268	(808) 525-6254
khaseyama@fhb.com	lchambers@fhb.com


Financial Highlights	Table 1
	For the Three Months Ended									For the Nine Months Ended
	September 30,			June 30,			September 30,			September 30,
(dollars in thousands, except per share data)	2022			2022			2021			2022			2021
Operating Results:
Net interest income	$	162,736		$	145,147		$	132,593		$	441,755		$	393,232
Provision for credit losses		3,183			1,000			(4,000)			(1,564)			(39,000)
Noninterest income		45,857			44,137			50,104			131,374			143,343
Noninterest expense		113,332			109,175			101,036			326,549			296,730
Net income		69,018			59,360			64,279			186,097			208,713
Basic earnings per share		0.54			0.46			0.50			1.46			1.61
Diluted earnings per share		0.54			0.46			0.50			1.45			1.61
Dividends declared per share		0.26			0.26			0.26			0.78			0.78
Dividend payout ratio		48.15	%		56.52	%		52.00	%		53.79	%		48.45	%
Performance Ratios⁽¹⁾:
Net interest margin		2.93	%		2.60	%		2.36	%		2.65	%		2.45	%
Efficiency ratio		53.98	%		57.33	%		55.07	%		56.63	%		55.10	%
Return on average total assets		1.10	%		0.94	%		1.02	%		0.99	%		1.16	%
Return on average tangible assets (non-GAAP)⁽²⁾		1.14	%		0.98	%		1.06	%		1.03	%		1.21	%
Return on average total stockholders' equity		12.08	%		10.52	%		9.31	%		10.55	%		10.26	%
Return on average tangible stockholders' equity (non-GAAP)⁽²⁾		21.53	%		18.79	%		14.63	%		18.26	%		16.19	%
Average Balances:
Average loans and leases	$	13,491,428		$	13,058,558		$	12,881,885		$	13,125,660		$	13,108,427
Average earning assets		22,258,066			22,520,605			22,533,174			22,413,209			21,523,731
Average assets		24,957,042			25,250,176			25,058,085			25,095,438			24,013,691
Average deposits		22,148,039			22,401,558			21,621,836			22,170,824			20,595,400
Average stockholders' equity		2,267,152			2,262,654			2,738,540			2,358,195			2,719,442
Market Value Per Share:
Closing		24.63			22.71			29.35			24.63			29.35
High		28.14			28.44			30.06			31.16			30.80
Low		21.21			21.49			25.75			21.21			23.14


	As of			As of			As of			As of
	September 30,			June 30,			December 31,			September 30,
(dollars in thousands, except per share data)	2022			2022			2021			2021
Balance Sheet Data:
Loans and leases	$	13,700,374		$	13,262,781		$	12,961,999		$	12,834,339
Total assets		24,870,272			25,377,533			24,992,410			25,548,322
Total deposits		22,091,738			22,601,454			21,816,146			22,120,003
Long-term borrowings		—			—			—			200,000
Total stockholders' equity		2,200,651			2,252,611			2,656,912			2,711,734

Per Share of Common Stock:
Book value	$	17.28		$	17.67		$	20.84		$	21.14
Tangible book value (non-GAAP)⁽²⁾		9.46			9.86			13.03			13.38

Asset Quality Ratios:
Non-accrual loans and leases / total loans and leases		0.06	%		0.06	%		0.05	%		0.07	%
Allowance for credit losses for loans and leases / total loans and leases		1.08	%		1.12	%		1.21	%		1.26	%

Capital Ratios:
Common Equity Tier 1 Capital Ratio		11.79	%		11.98	%		12.24	%		12.63	%
Tier 1 Capital Ratio		11.79	%		11.98	%		12.24	%		12.63	%
Total Capital Ratio		12.92	%		13.14	%		13.49	%		13.88	%
Tier 1 Leverage Ratio		7.78	%		7.54	%		7.24	%		7.39	%
Total stockholders' equity to total assets		8.85	%		8.88	%		10.63	%		10.61	%
Tangible stockholders' equity to tangible assets (non-GAAP)⁽²⁾		5.05	%		5.16	%		6.92	%		6.99	%

Non-Financial Data:
Number of branches		51			51			54			54
Number of ATMs		303			297			299			298
Number of Full-Time Equivalent Employees		2,042			2,021			2,036			2,025

(1)	Except for the efficiency ratio, amounts are annualized for the three and nine months ended September 30, 2022 and 2021 and the three months ended June 30, 2022.

(2)

Return on average tangible assets, return on average tangible stockholders’ equity, tangible book value per share and tangible stockholders’ equity to tangible assets are non-GAAP financial measures. We compute our return on average tangible assets as the ratio of net income to average tangible assets, which is calculated by subtracting (and thereby effectively excluding) amounts related to the effect of goodwill from our average total assets. We compute our return on average tangible stockholders’ equity as the ratio of net income to average tangible stockholders’ equity, which is calculated by subtracting (and thereby effectively excluding) amounts related to the effect of goodwill from our average total stockholders’ equity. We compute our tangible book value per share as the ratio of tangible stockholders’ equity to outstanding shares. Tangible stockholders’ equity is calculated by subtracting (and thereby effectively excluding) amounts related to the effect of goodwill from our total stockholders’ equity. We compute our tangible stockholders’ equity to tangible assets as the ratio of tangible stockholders’ equity to tangible assets, each of which we calculate by subtracting (and thereby effectively excluding) the value of our goodwill. For a reconciliation to the most directly comparable GAAP financial measure, see Table 14, GAAP to Non-GAAP Reconciliation.


Consolidated Statements of Income	Table 2
	For the Three Months Ended						For the Nine Months Ended
	September 30,		June 30,		September 30,		September 30,
(dollars in thousands, except per share amounts)	2022		2022		2021		2022		2021
Interest income
Loans and lease financing	$	134,646	$	111,916	$	110,765	$	350,294	$	332,623
Available-for-sale investment securities		19,644		16,643		25,234		68,394		73,017
Held-to-maturity investment securities		17,950		18,289		—		36,239		—
Other		4,150		2,896		1,205		7,828		2,362
Total interest income		176,390		149,744		137,204		462,755		408,002
Interest expense
Deposits		13,653		4,597		3,218		20,999		10,637
Short-term and long-term borrowings		1		—		1,393		1		4,133
Total interest expense		13,654		4,597		4,611		21,000		14,770
Net interest income		162,736		145,147		132,593		441,755		393,232
Provision for credit losses		3,183		1,000		(4,000)		(1,564)		(39,000)
Net interest income after provision for credit losses		159,553		144,147		136,593		443,319		432,232
Noninterest income
Service charges on deposit accounts		7,089		6,843		6,989		21,433		20,339
Credit and debit card fees		17,746		17,056		16,017		49,652		47,314
Other service charges and fees		9,179		9,018		10,233		27,851		29,382
Trust and investment services income		9,800		8,759		8,625		27,442		25,824
Bank-owned life insurance		(341)		(859)		4,841		(1,617)		10,334
Investment securities gains, net		—		—		—		—		102
Other		2,384		3,320		3,399		6,613		10,048
Total noninterest income		45,857		44,137		50,104		131,374		143,343
Noninterest expense
Salaries and employee benefits		51,372		49,902		46,484		149,500		136,402
Contracted services and professional fees		16,625		18,617		15,042		52,389		48,746
Occupancy		8,115		7,334		6,790		22,859		21,274
Equipment		10,791		7,754		6,549		24,522		18,402
Regulatory assessment and fees		2,487		2,301		1,828		7,012		5,688
Advertising and marketing		1,902		1,994		1,469		5,924		4,529
Card rewards program		8,141		7,285		6,676		22,309		17,773
Other		13,899		13,988		16,198		42,034		43,916
Total noninterest expense		113,332		109,175		101,036		326,549		296,730
Income before provision for income taxes		92,078		79,109		85,661		248,144		278,845
Provision for income taxes		23,060		19,749		21,382		62,047		70,132
Net income	$	69,018	$	59,360	$	64,279	$	186,097	$	208,713
Basic earnings per share	$	0.54	$	0.46	$	0.50	$	1.46	$	1.61
Diluted earnings per share	$	0.54	$	0.46	$	0.50	$	1.45	$	1.61
Basic weighted-average outstanding shares		127,377,713		127,672,244		128,660,038		127,534,746		129,323,973
Diluted weighted-average outstanding shares		127,796,617		128,014,777		129,210,448		127,996,672		129,895,311


Consolidated Balance Sheets	Table 3
	September 30,		June 30,		December 31,		September 30,
(dollars in thousands)	2022		2022		2021		2021
Assets
Cash and due from banks	$	291,360	$	279,629	$	246,716	$	268,467
Interest-bearing deposits in other banks		657,574		1,254,047		1,011,753		2,130,615
Investment securities:
Available-for-sale, at fair value (amortized cost: $3,673,396 as of September 30, 2022, $4,267,809 as of June 30, 2022, $8,560,733 as of December 31, 2021 and $7,994,266 as of September 30, 2021)		3,289,160		3,967,746		8,428,032		7,953,727
Held-to-maturity, at amortized cost (fair value: $3,960,713 as of September 30, 2022, $3,910,780 as of June 30, 2022 and nil as of December 31, 2021 and September 30, 2021)		4,406,143		4,093,215		—		—
Loans held for sale		361		180		538		2,052
Loans and leases		13,700,374		13,262,781		12,961,999		12,834,339
Less: allowance for credit losses		148,163		148,942		157,262		161,246
Net loans and leases		13,552,211		13,113,839		12,804,737		12,673,093

Premises and equipment, net		299,179		310,047		318,448		317,272
Other real estate owned and repossessed personal property		139		—		175		—
Accrued interest receivable		68,545		63,240		63,158		64,855
Bank-owned life insurance		470,202		470,542		471,819		468,968
Goodwill		995,492		995,492		995,492		995,492
Mortgage servicing rights		6,866		7,152		8,302		9,107
Other assets		833,040		822,404		643,240		664,674
Total assets	$	24,870,272	$	25,377,533	$	24,992,410	$	25,548,322
Liabilities and Stockholders' Equity
Deposits:
Interest-bearing	$	12,774,645	$	12,990,571	$	12,422,283	$	13,246,579
Noninterest-bearing		9,317,093		9,610,883		9,393,863		8,873,424
Total deposits		22,091,738		22,601,454		21,816,146		22,120,003
Long-term borrowings		—		—		—		200,000
Retirement benefits payable		133,981		134,151		134,491		144,400
Other liabilities		443,902		389,317		384,861		372,185
Total liabilities		22,669,621		23,124,922		22,335,498		22,836,588

Stockholders' equity
Common stock ($0.01 par value; authorized 300,000,000 shares; issued/outstanding: 140,958,520 / 127,357,680 shares as of September 30, 2022, issued/outstanding: 140,943,908 / 127,451,087 shares as of June 30, 2022, issued/outstanding: 140,581,715 / 127,502,472 shares as of December 31, 2021 and issued/outstanding: 140,563,799 / 128,255,570 shares as of September 30, 2021)		1,410		1,409		1,406		1,406
Additional paid-in capital		2,535,601		2,533,407		2,527,663		2,524,168
Retained earnings		690,433		654,777		604,534		581,094
Accumulated other comprehensive loss, net		(658,756)		(571,457)		(121,693)		(61,463)
Treasury stock (13,600,840 shares as of September 30, 2022, 13,492,821 shares as of June 30, 2022, 13,079,243 shares as of December 31, 2021 and 12,308,229 shares as of September 30, 2021)		(368,037)		(365,525)		(354,998)		(333,471)
Total stockholders' equity		2,200,651		2,252,611		2,656,912		2,711,734
Total liabilities and stockholders' equity	$	24,870,272	$	25,377,533	$	24,992,410	$	25,548,322


Average Balances and Interest Rates																	Table 4
	Three Months Ended						Three Months Ended						Three Months Ended
	September 30, 2022						June 30, 2022						September 30, 2021
	Average		Income/		Yield/		Average		Income/		Yield/		Average		Income/		Yield/
(dollars in millions)	Balance		Expense		Rate		Balance		Expense		Rate		Balance		Expense		Rate
Earning Assets
Interest-Bearing Deposits in Other Banks	$	724.0	$	4.0	2.20	%	$	1,297.3	$	2.8	0.85	%	$	2,356.4	$	0.9	0.16	%
Available-for-Sale Investment Securities
Taxable		3,733.8		19.2	2.05			3,946.4		16.6	1.68			6,654.6		22.9	1.37
Non-Taxable		45.1		0.6	5.16			8.4		0.1	5.26			561.1		2.9	2.11
Held-to-Maturity Investment Securities
Taxable		3,573.6		14.6	1.64			3,533.6		15.0	1.70			—		—	—
Non-Taxable		613.6		4.2	2.72			607.0		4.1	2.71			—		—	—
Total Investment Securities		7,966.1		38.6	1.93			8,095.4		35.8	1.77			7,215.7		25.8	1.43
Loans Held for Sale		0.7		—	3.62			0.3		—	5.06			2.2		—	2.39
Loans and Leases⁽¹⁾
Commercial and industrial		2,025.5		20.7	4.05			1,951.3		15.0	3.09			2,367.2		19.7	3.29
Commercial real estate		4,016.7		42.3	4.18			3,808.9		30.7	3.23			3,447.0		25.4	2.92
Construction		737.4		8.6	4.63			711.3		6.3	3.57			862.4		7.0	3.24
Residential:
Residential mortgage		4,224.0		36.4	3.45			4,183.0		36.7	3.51			3,866.1		34.6	3.58
Home equity line		991.1		7.2	2.87			945.7		5.9	2.49			837.7		5.5	2.62
Consumer		1,218.0		17.1	5.57			1,218.0		15.5	5.09			1,260.2		16.8	5.28
Lease financing		278.7		2.7	3.81			240.4		2.1	3.53			241.3		2.0	3.23
Total Loans and Leases		13,491.4		135.0	3.98			13,058.6		112.2	3.44			12,881.9		111.0	3.43
Other Earning Assets		75.9		0.1	0.69			69.0		0.1	0.79			77.0		0.3	1.34
Total Earning Assets⁽²⁾		22,258.1		177.7	3.18			22,520.6		150.9	2.68			22,533.2		138.0	2.44
Cash and Due from Banks		277.0						300.8						290.5
Other Assets		2,421.9						2,428.8						2,234.4
Total Assets	$	24,957.0					$	25,250.2					$	25,058.1

Interest-Bearing Liabilities
Interest-Bearing Deposits
Savings	$	6,871.5	$	6.7	0.39	%	$	6,971.3	$	1.7	0.10	%		6,886.0	$	0.6	0.03	%
Money Market		4,086.1		4.8	0.47			4,127.4		1.4	0.14			3,957.1		0.5	0.05
Time		1,720.5		2.1	0.48			1,671.4		1.5	0.36			1,884.4		2.1	0.45
Total Interest-Bearing Deposits		12,678.1		13.6	0.43			12,770.1		4.6	0.14			12,727.5		3.2	0.10
Federal Funds Purchased		0.2		—	1.67			—		—	—			—		—	—
Long-Term Borrowings		—		—	—			—		—	—			200.0		1.4	2.76
Total Interest-Bearing Liabilities		12,678.3		13.6	0.43			12,770.1		4.6	0.14			12,927.5		4.6	0.14
Net Interest Income			$	164.1					$	146.3					$	133.4
Interest Rate Spread					2.75	%					2.54	%					2.30	%
Net Interest Margin					2.93	%					2.60	%					2.36	%
Noninterest-Bearing Demand Deposits		9,469.9						9,631.4						8,894.3
Other Liabilities		541.6						586.0						497.7
Stockholders' Equity		2,267.2						2,262.7						2,738.6
Total Liabilities and Stockholders' Equity	$	24,957.0					$	25,250.2					$	25,058.1

(1)	Non-performing loans and leases are included in the respective average loan and lease balances. Income, if any, on such loans and leases is recognized on a cash basis.

(2)	Interest income includes taxable-equivalent basis adjustments of $1.3 million, $1.2 million and $0.8 million for the three months ended September 30, 2022, June 30, 2022, and September 30, 2021, respectively.

Average Balances and Interest Rates

Table 5

Nine Months Ended

September 30, 2022

September 30, 2021

Average

Income/

Yield/

Average

Income/

Yield/

(dollars in millions)

Balance

Expense

Rate

Balance

Expense

Rate

Earning Assets

Interest-Bearing Deposits in Other Banks

1,051.7

7.3

0.93

1,604.6

1.5

0.13

Available-for-Sale Investment Securities

Taxable

5,145.3

64.9

1.68

6,303.5

67.5

1.43

Non-Taxable

227.9

4.4

2.59

436.9

6.9

2.11

Held-to-Maturity Investment Securities

Taxable

2,382.2

29.7

1.66

—

Non-Taxable

409.1

8.3

First Hawaiian, Inc. (FHB) SEC Filing 8-K Material Event for the period ending Friday, October 28, 2022

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