Item 7.01. Regulation FD Disclosure.

On March 10, 2020, CapStar Financial Holdings, Inc. (the “Company”) issued a press release announcing the Plan (defined below). A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Report”) is incorporated by reference into this Item 7.01.

The information disclosed under Item 8.01 of this Report is also incorporated by reference into this Item 7.01.

Item 8.01. Other Events.

On March 10, 2020, the Board of Directors of the Company (the “Board”) authorized the Company to repurchase up to $9 million of shares of the Company’s common stock to a written plan that was entered into with Piper Sandler & Co. and that is intended to comply with applicable federal securities laws (the “Plan”).Shares of common stock may be purchased from time to time under the Plan in the open market, through privately negotiated transactions or otherwise. The Plan will terminate on the earlier of the date on which the maximum authorized dollar amount of shares of common stock has been repurchased or December 31, 2020. The Plan does not, however, require that the Company repurchase any shares of its common stock.

Forward-Looking Statements

This Report may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including with respect to the terms, timing, logistics and conditions of repurchases of common stock, the Company’s compliance with applicable law in connection with repurchases of common stock and the Company’s future repurchase activity.

Forward-looking statements are subject to many risks and uncertainties, including, but not limited to, the risks detailed from time to time in the Company’s periodic and current reports filed with the Securities and Exchange Commission, including those factors included in the Company’s most recent Annual Report on Form 10-K under the headings “Item 1A. Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” and in the Company’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. The Company cautions that the forward-looking statements included in this Report are not a guarantee of future events and that actual events may differ materially from those made in or suggested by the forward-looking statements. Accordingly, undue reliance should not be placed on any such forward-looking statements. Any forward-looking statements presented herein are made only as of the date of this Report, and the Company does not undertake any obligation to update or revise any forward-looking statements to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise, except as required by law.

Item 9.01. Financial Statements and Exhibits.

99.1    Press Release

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CapStar Financial Holdings, Inc. Exhibit
EX-99.1 2 d846257dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE     CapStar Announces Share Repurchase Authorization NASHVILLE,…
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CapStar Financial Holdings, Inc. is a bank holding company. The Company operates primarily through its subsidiary, CapStar Bank. CapStar Bank is a commercial bank. The Company’s lines of business include commercial and industrial, commercial real estate, healthcare, correspondent banking, personal and private banking and wealth management, and mortgage banking. Its products and services include commercial and industrial loans to small and medium sized businesses, with a particular focus on businesses operating in the healthcare industry; commercial real estate loans; private banking and wealth management services for the owners and operators of business clients and other high net worth individuals, and correspondent banking services. As of June 30, 2016, the Company had seven locations, five of which are retail bank branches and two of which are mortgage origination offices.

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