Meridian Bank Stock Split Information
On February 28, 2023 Meridian Corporation declared a two-for-one stock split in the form of a 100% stock dividend, payable March 20, 2023 to common shareholders of record on March 14, 2023. This means that for every one share of Meridian Corporation stock you own as of March 14, 2023, you will now own two shares of Meridian Corporation common stock.
The additional shares you are receiving as a result of the stock split are being distributed through the Direct Registration System (DRS), which means you have full ownership of your additional shares without the responsibility of holding the actual certificates. You will receive a DRS Transaction Statement, which is your confirmation of the number of additional shares you own as a result of the split.
Your book-entry shares are registered in your name on the records of Meridian Corporation maintained by Computershare Trust Company, N.A. (“Computershare”), the Company’s stock transfer agent and registrar. If you currently hold shares in your name, a DRS Transaction Statement will be mailed to the address on file at Computershare. If you hold shares in a brokerage account, the additional shares will automatically be deposited to your brokerage account. Please contact your broker with any questions you may have.
If you have any questions regarding your statement or the options available to you, please refer to the Frequently Asked Questions and other current information on this page.
Christopher J. Annas
Chairman of the Board
President and Chief Executive Officer
Frequently asked Questions & Answers About Meridian Corporation’s 2-for-1 Stock Split
In a 2-for-1 stock split, each shareholder receives 1 additional share for each share that he or she holds as of a certain date, known as the “record date”. As a result, the number of issued shares is doubled and the price at which the stock trades is expected to be reduced by half. The Meridian Corporation Board of Directors declared a 2-for-1 stock split, payable March 20, 2023 to common shareholders of record on March 14, 2023.
A stock split makes the price of the Meridian’s stock more affordable and potentially more attractive to new investors, and is therefore expected to expand the Company’s shareholder base and increase liquidity in trading of the stock.
The record date was March 14, 2023. If you were a shareholder as of the market close on the record date, you are entitled to receive the additional shares.
The payment date for the additional shares is March 20, 2023. If shares are registered in your name as of the market close on the record date, you are receiving the enclosed shares subject to the split.
The ex-split date is March 21, 2023. When the market opens on March 21, 2023, one trading day after the payment date, shares of Meridian Corporation will begin trading on the Nasdaq at the new split-adjusted price.
If you sold your shares before the record date, you were not entitled to receive the additional split shares.
Yes, the Nasdaq authorized a “when-issued” market for the new split shares under the MRBK trading symbol. This market existed only between the March 14, 2023 record date and the March 20, 2023 payment date. Trading in the “when-issued” market reflected the anticipated post-split value of Meridian Corporation shares. Settlement of “when-issued” trades is expected to occur on March 24, which is four business days after the payment date. Meridian Corporation had no involvement in “when-issued” trading. You should check with your broker if you have any questions regarding any trading you may have done in the “when-issued” market.
From the record date March 14, 2023, to the payment date March 20, 2023, two separate markets existed for the Meridian Corporation common stock on the Nasdaq. The “regular way” market, reported under Meridian Corporation’s normal ticker, MRBK, traded at the higher pre-split price. Since sellers in the “regular way” market receive full value of the shares they sell, they are not entitled to the split shares.
The Nasdaq recognizes that shareholders may have chosen to sell only the “new” split shares while retaining the “old” shares through a specially created “when-issued” market where shares trade at the post-split price. “When-issued” trading occurred under the Company’s normal Nasdaq ticker with a “XI” appended at the end, which is MRBKXI. “When-issued” trading ceases at market close on the payment date, March 20, 2023. The “when-issued” market was created at the discretion of the Nasdaq as an accommodation to its investors. Meridian Corporation had no involvement in “when-issued” trading. You should contact your broker if you have any questions about “when-issued” trading.
No stock certificates have been issued. Instead, if you held certificates, the additional shares you have received as a result of the stock split have been distributed through the Direct Registration System (DRS). This means that you have full ownership of your additional shares without the responsibility of holding the actual certificates. A DRS Transaction Statement is enclosed along with a Q&A and Terms and Conditions Sheet providing information about DRS. The enclosed DRS Transaction Statement is your confirmation; it indicates the number of additional split shares you received based on your certificated share balance as of the record date. Keep it with your existing stock certificates and other important documents as a record of your ownership.
If you held shares in a brokerage account, the additional shares have automatically been deposited to your brokerage account. Please contact your broker with any questions you may have.
If you currently hold shares in your name, they will be mailed to the address on file at Computershare Investor Services, our stock transfer agent. To verify your address you can call Computershare Investor Services directly at 1-800-368-5948.
The Company has been advised that, under current law, for United States federal income tax purposes, (1) the receipt of additional shares of Common Stock as a result of this stock split will not result in any taxable income, gain or loss to shareholders, (2) immediately after the stock split, the tax basis of the shares of Common Stock field by a shareholder prior to the stock split will be divided equally between such original shares and the new shares issued with respect to the original shares, and (3) the new shares will be deemed to have been acquired at the same time as the original shares with respect to which the new shares were issued. The laws of jurisdictions other than the United States may impose income taxes on the receipt of additional shares. The foregoing tax information is furnished for your assistance, but it is suggested that you consult your personal tax adviser. There will be no U.S. taxable income to U.S. resident shareholders as a result of this stock split. The tax basis of your shares prior to the stock split will be divided equally between those shares and the additional shares you receive as a result of the stock split. For example, if you owned 1,000 shares of Meridian Corporation stock before the split with a tax basis of $10.00 per share, after the split you have 2,000 shares of Meridian Corporation stock with a tax basis of $5.00 per share. Please consult with your tax advisor regarding the impact this might have on your personal tax situation. For Meridian Corporation shareholders outside the U.S., please consult with your local tax advisor on tax impacts as they could vary by jurisdiction.
Existing Meridian Corporation stock certificates are still valid. Do not destroy them. You may deposit your existing certificate(s) to a DRS account, to your Direct Stock Purchase Plan balance at Computershare Investor Services or in a brokerage account or you may continue to physically hold them and be responsible for their safekeeping. You can convert your shares held in certificate form into book-entry shares by mailing your certificates and a letter of instruction via registered or certified mail with return receipt requested, or some other form of traceable, insured mail to: Computershare Investor Services, P.O. Box 43006, Providence, RI 02940-3006. For security purposes, please do not sign your certificates. Once the certificate shares are converted to book-entry form, you will be sent a statement confirming your account balance.
We believe DRS is the safest and most convenient way to hold your Meridian Corporation shares of stock. If, however, you prefer to receive a certificate for your additional stock split shares, you may request it by calling Computershare Investor Services at 1-800-368-5948, or by accessing the web at www.computershare.com/investor, and following the instructions. Your certificate will be mailed to you at the address listed on the form. You can expect to receive your certificates within two weeks of your request.
March 21, 2023
For more information about DRS, the stock split or your Meridian Corporation shareholder account, please call Computershare Investor Services at 1-800-368-5948.
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