As filed with the Securities and Exchange Commission
on April 28, 2026
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
FIRST BUSINESS FINANCIAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
|
Wisconsin
(State or other jurisdiction of
incorporation or organization) |
39-1576570
(I.R.S. Employer
Identification No.) |
401 Charmany Drive, Madison, WI 53719
(Address of Principal Executive Offices) (Zip Code)
First Business Financial Services, Inc.
2026 Equity Incentive Plan
(Full title of the plan)
Brian D. Spielmann
Chief Financial Officer
First Business Financial Services, Inc.
401 Charmany Drive
Madison, Wisconsin 53719
(Name and address of agent for service)
(608) 238-8008
(Telephone number, including area code, of agent
for service)
With copies to:
C.J. Wauters
Godfrey & Kahn, S.C.
833 East Michigan Street, Suite 1800
Milwaukee, Wisconsin 53202
(414) 273-3500
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| |
Large
accelerated filer ¨ |
Accelerated
filer x |
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Non-accelerated
filer ¨ |
Smaller reporting
company ¨ |
| |
|
Emerging growth
company ¨ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act o
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan
Information.*
Item 2. Registrant
Information and Employee Plan Annual Information.*
* Information required by
Item 1 and Item 2 of Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement
on Form S-8 (the “Registration Statement”) in accordance with the provisions of Rule 428 under the Securities Act
of 1933, as amended (the “Securities Act”), and the introductory note to Part I of Form S-8. The documents containing
the information specified in Part I have been or will be delivered to the respective participants in the First Business Financial
Services, Inc. 2026 Equity Incentive Plan (the “Plan”), as required by Rule 428(b). These documents and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of Part II, taken together, constitute a prospectus that
meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation
of Documents by Reference.
The following documents previously
filed by First Business Financial Services, Inc. (the “Registrant”) with the Securities and Exchange Commission (the
“Commission”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated
herein by reference:
| (d) |
The description of the Registrant’s common stock contained in Item 11 of the Company’s Registration Statement on Form 10 filed with the Commission on April 28, 2005 (File No. 000-51028), as amended on June 24, 2005, July 27, 2005 and December 21, 2005, and any amendment or report filed for the purpose of updating such description. |
Each document or report subsequently
filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of
this Registration Statement but prior to the filing of a post-effective amendment to this Registration Statement that indicates that all
securities offered by this Registration Statement have been sold or that deregisters all such securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such document
or report; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the
rules of the Commission shall not be deemed incorporated by reference in, or to be a part of, this Registration Statement.
Any statement contained in
the documents or reports incorporated, or deemed to be incorporated, by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement and the prospectus which is a part hereof to the extent that a statement contained herein
or in any other subsequently filed document or report that also is, or is deemed to be, incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a
part of this Registration Statement or the prospectus which is a part hereof.
Item 4. Description
of Securities.
Not applicable.
Item 5. Interests
of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification
of Directors and Officers.
Wisconsin law provides that
a corporation shall indemnify a director or officer, to the extent that he or she has been successful on the merits or otherwise in the
defense of a proceeding, which includes any threatened, pending or completed civil, criminal, administrative or investigative action,
suit, arbitration or other proceeding, whether formal or informal, which involves foreign, federal, state or local law and which is brought
by or in the right of the corporation or by any other person, for all reasonable expenses incurred in the proceeding if the director or
officer was a party because he or she is a director or officer of the corporation. In cases not included in the preceding sentence, Wisconsin
law provides that a corporation shall indemnify a director or officer against liability incurred by the director or officer in a proceeding
to which the director or officer was a party because he or she is a director or officer of the corporation, which liability includes the
obligation to pay a judgment, settlement, forfeiture or fine, including any excise tax assessed with respect to an employee benefit plan,
and all reasonable expenses including fees, costs, charges, disbursements, attorney fees and other expenses, unless liability was incurred
because the director or officer breached or failed to perform a duty that he or she owes to the corporation and the breach or failure
to perform constitutes any of the following:
| · |
a willful failure to deal fairly with the Registrant or its shareholders in connection with a matter in which the director or officer has a material conflict of interest; |
| · |
a violation of criminal law, unless the director or officer had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful; |
| · |
a transaction from which the director or officer derived an improper personal profit; or |
Unless otherwise provided
in a corporation’s articles of incorporation or by-laws, or by written agreement, the director or officer seeking indemnification
is entitled to select one of the following means for determining his or her right to indemnification: (i) by majority vote of a disinterested
quorum of the board of directors, or if such quorum of disinterested directors cannot be obtained, by a majority vote of a committee duly
appointed by the board of directors consisting of two or more disinterested directors; (ii) by independent legal counsel; (iii) by
a panel of three arbitrators; (iv) by affirmative vote of shareholders; (v) by a court; or (vi) with respect to any additional
right to indemnification, by any other method permitted by Wisconsin law.
Reasonable expenses incurred
by a director or officer who is a party to a proceeding may be paid or reimbursed by a corporation at such time as the director or officer
furnishes to the corporation a written affirmation of his or her good faith belief that he or she has not breached or failed to perform
his or her duties to the corporation and a written undertaking to repay any amounts advanced if it is determined that indemnification
by the corporation is not required.
The indemnification provisions
of Wisconsin law are not exclusive. A corporation may expand a director’s or officer’s rights to indemnification: (i) in
its articles of incorporation or by-laws; (ii) by written agreement; (iii) by resolution of its board of directors; or (iv) by
resolution that is adopted, after notice, by a majority of all of the corporation’s voting shares then issued and outstanding.
A corporation may further
indemnify and allow reasonable expenses of an employee or agent who is not a director or officer of the corporation to the extent provided
by the articles of incorporation or by-laws, by general or specific action of the board of directors or by contract.
Wisconsin law further provides
that it is the public policy of the State of Wisconsin to require or permit indemnification, allowance of expenses and insurance to the
extent required or permitted under Wisconsin law for any liability incurred in connection with a proceeding involving a federal or state
statute, rule or regulation regulating the offer, sale or purchase of securities.
The Registrant’s amended
and restated by-laws provide that, to the fullest extent authorized by Wisconsin law, the Registrant will indemnify all of its directors
and officers and any person who is serving at its request as a director, officer, partner, trustee, member of any governing or decision-making
committee, manager, employee or agent of another entity, against certain liabilities and losses incurred in connection with these positions
or services; provided, however, that the Registrant shall indemnify such parties in connection with a proceeding initiated by them only
if the proceeding was authorized by the Registrant’s board of directors. Additionally, the Registrant’s amended and restated
by-laws generally require the Registrant to advance expenses incurred by a director or officer who is a party to a proceeding for which
indemnification may be available.
In addition, the Registrant’s
amended and restated by-laws provide that the Registrant’s directors and officers shall not be personally liable to the Registrant
or its shareholders, or any person asserting rights on behalf of the Registrant or its shareholders, for monetary damages for breach or
failure to perform any duty unless the person asserting liability proves that the breach or failure to perform constitutes: (i) a
willful failure to deal fairly with the Registrant or its shareholders in a matter in which the director or officer has a material conflict
of interest; (ii) a violation of criminal law, unless the director or officer had reasonable cause to believe his or her conduct
was lawful; (iii) a transaction from which the director or officer received an improper personal benefit; or (iv) willful misconduct.
The Registrant’s amended and restated by-laws further provide that if the Wisconsin Business Corporation Law is amended to authorize
corporate action further eliminating or limiting the personal liability of directors and officers, the liability of such persons shall
automatically be so eliminated or limited to the fullest extent permitted.
Any repeal or modification
of any of the foregoing provisions shall not adversely affect any right or protection of any director, officer, or other indemnitee existing
at the time of such repeal or modification.
In addition, the Registrant
maintains directors’ and officers’ liability insurance policies providing for insurance on behalf of any person who is or
was a director or officer of the Registrant or one of its subsidiaries for any claim made during the policies’ period against the
person in any such capacity or arising out of the person’s status as such, subject to certain limitations and exclusions.
Item 7. Exemption
from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Item 9. Undertakings.
(a) The
undersigned Registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) to
include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) to
reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective
amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Filing
Fee Tables” in the effective Registration Statement; and
(iii) to
include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained
in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in this Registration Statement.
(2) That,
for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering.
(b) The
undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the
Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(h) Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Madison, State of Wisconsin, on April 28, 2026.
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FIRST
BUSINESS FINANCIAL SERVICES, INC. |
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|
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By: |
/s/ Corey A. Chambas |
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Corey
A. Chambas |
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Chief
Executive Officer |
POWERS OF ATTORNEY
Each of the undersigned officers
and directors of First Business Financial Services, Inc. hereby constitutes and appoints each of David R. Seiler, Brian D. Spielmann
and Kevin D. Crampton his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution in each
of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement on Form S-8 and to file the same, with all exhibits thereto and any other
documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully and
to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents
or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
|
Title |
|
Date |
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|
|
| /s/ Corey A. Chambas |
|
Director and Chief Executive Officer
(principal executive officer) |
|
April 24, 2026 |
| Corey A. Chambas |
|
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| |
|
|
|
|
| /s/ Brian D. Spielmann |
|
Chief Financial Officer
(principal financial officer) |
|
April 24, 2026 |
| Brian D. Spielmann |
|
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|
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| /s/ Kevin D. Crampton |
|
Chief Accounting Officer
(principal accounting officer) |
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April 24, 2026 |
| Kevin D. Crampton |
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| /s/ Gerald L. Kilcoyne |
|
Chair of the Board of Directors |
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April 24, 2026 |
| Gerald L. Kilcoyne |
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| /s/ Laurie S. Benson |
|
Director |
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April 24, 2026 |
| Laurie S. Benson |
|
|
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| /s/ Carla C. Chavarria |
|
Director |
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April 24, 2026 |
| Carla C. Chavarria |
|
|
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| /s/ Jason R. Graham |
|
Director |
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April 24, 2026 |
| Jason R. Graham |
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| /s/ W. Kent Lorenz |
|
Director |
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April 24, 2026 |
| W. Kent Lorenz |
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| /s/ Daniel P. Olszewski |
|
Director |
|
April 24, 2026 |
| Daniel P. Olszewski |
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