UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  September 28, 2021

COASTAL FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

5415 Evergreen Way, Everett, Washington 98203

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code:  (425) 257-9000

Not Applicable

(Former name or former address, if changed since last report)

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:

☐  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))

Securities registered pursuant to Section 12(b) of the Act:

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).

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 13(a) of the Exchange Act.  ☒

On September 28, 2021, Coastal Financial Corporation (the “Company”) appointed Michael Patterson as a director for the Company, effective October 1, 2021.  Mr. Patterson is a Certified Public Accountant with over 38 years of cross-sector experience and led EY LLP’s Compliance Risk Management business in the firm’s Financial Services Office. 

With this appointment, the Company will have eleven directors, eight of whom are independent, including Mr. Patterson. Mr. Patterson will receive cash and restricted stock compensation in accordance with the Company’s non-employee director compensation program described in the Company’s 2021 Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 9, 2021.  There are no arrangements or understandings between Mr. Patterson and any other person pursuant to which Mr. Patterson was selected as a director, and there are no transactions in which the Company is a party and in which Mr. Patterson has a material interest subject to disclosure under Item 404(a) of Regulation S-K.  Mr. Patterson is expected to be appointed to certain committees of the board which are undetermined at this time.

A copy of the press release announcing the appointment of Michael Patterson to the Board of Directors of the Company issued by the Company on October 4, 2021, is attached hereto as Exhibit 99.1 to this current report on Form 8-K.

(d) Exhibits

NumberDescription

99.1CCB Press Release dated October 4, 2021

104Cover Page Interactive Data File (Embedded within the Inline XBRL document)

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.