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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

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

Date of Report (date of earliest event reported): October 10, 2023

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REPUBLIC BANCORP, INC.

(Exact name of registrant as specified in its charter)

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Registrant’s telephone number, including area code: (502) 584-3600

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NOT APPLICABLE
(Former Name or former address, if changed since last report)

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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 (see General Instruction A.2. below):

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☐ 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))

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

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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).

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Emerging growth company ☐

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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. ☐

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Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Approval of Discretionary 2023 Cash Bonus

On October 10, 2023, the Compensation Committee of the Board of Directors of Republic Bancorp, Inc. (the “Company”) approved a discretionary cash bonus payout of $180,000 for William (Bill) Nelson, President of the Republic Processing Group (“RPG”).

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As previously described in the Company’s compensation discussion and analysis in its annual proxy solicitation materials, Mr. Nelson participates in the Company’s Bonus Incentive Compensation Program. The most recent Bonus Incentive Compensation Program goals for Mr. Nelson were tied to the overall performance of RPG as measured through RPG’s gross operating profit for the period from October 1, 2022 through September 30, 2023 (the “RPG Fiscal Year”). The discretionary cash bonus of $180,000 as set forth above for Mr. Nelson represents his entire bonus payout for the RPG Fiscal Year. Additionally, this discretionary bonus is in-line with the discretionary bonuses approved for, in general, all other RPG associates whose incentive compensation goals were tied to the RPG Fiscal Year.

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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.

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