Item 1.01. Entry into a Material Definitive Agreement.



On September 18, 2020, Sound Financial Bancorp, Inc. (the "Company"), the
holding company for Sound Community Bank, entered into a Subordinated Note
Purchase Agreement (the "Purchase Agreement") with certain institutional
accredited investors and qualified institutional buyers (the "Purchasers")
pursuant to which the Company sold and issued $12.0 million in aggregate
principal amount of its 5.25% Fixed-to-Floating Rate Subordinated notes due 2030
(the "Notes"). The Notes were issued by the Company to the Purchasers at a price
equal to 100% of their face amount. The Company intends to use the net proceeds
it received from the sale of the Notes for general corporate purposes. The
Purchase Agreement contains certain customary representations, warranties and
covenants made by the Company, on the one hand, and the Purchasers, severally
and not jointly, on the other hand.

The Notes have a stated maturity of October 1, 2030 and bear interest at a fixed
rate of 5.25% per year, from September 18, 2020 to October 1, 2025. From October
1, 2025 to the maturity date or early redemption date, the interest rate will
reset quarterly at a variable rate equal to the then current three-month term
secured overnight financing rate ("SOFR"), plus 513 basis points. As provided in
the Notes, the interest rate on the Notes during the applicable floating rate
period may be determined based on a rate other than three-month term SOFR.

The Notes were offered and sold by the Company in a private placement
transaction in reliance on exemptions from the registration requirements of the
Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section
4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated
thereunder.

The Notes are not subject to any sinking fund and are not convertible into or
exchangeable for any other securities or assets of the Company or any of its
subsidiaries.

Prior to October 1, 2025, the Company may redeem the Notes, in whole but not in
part, only under certain limited circumstances set forth in the Notes. On or
after October 1, 2025, the Company may redeem the Notes, in whole or in part, at
its option, on any interest payment date. Any redemption by the Company would be
at a redemption price equal to 100% of the principal amount of the Notes being
redeemed, together with any accrued and unpaid interest on the Notes being
redeemed to but excluding the date of redemption. The Notes are not subject to
redemption at the option of the holder. Any redemption of the Notes will be
subject to prior regulatory approval to the extent required.

Principal and interest on the Notes are subject to acceleration only in limited
circumstances in the case of certain bankruptcy and insolvency-related events
with respect to the Company. The Notes are unsecured, subordinated obligations
of the Company, are not obligations of, and are not guaranteed by, any
subsidiary of the Company, and rank junior in right of payment to the Company's
current and future senior indebtedness. The Notes are intended to qualify as
Tier 2 capital of the Company for regulatory capital purposes.

The forms of the Purchase Agreement and the Note are attached as Exhibits 10.1
and 4.1, respectively, to this Current Report on Form 8-K (the "Report") and are
incorporated herein by reference. The foregoing descriptions of the Purchase
Agreement, and the Notes are summaries and are qualified in their entirety by
reference to the full text of such documents.


Item 2.03.      Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of
a Registrant.

The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.

Item 7.01 Regulation FD Disclosure

On September 18, 2020, the Company issued a press release announcing the completion of the issuance of the Notes, a copy of which is attached as Exhibit 99.1 to this Report and is incorporated herein by reference.

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The information furnished pursuant to Item 7.01 of this Report, and the related
exhibit, shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
incorporated by reference in any filing under the Securities Act or the Exchange
Act, except as may be expressly set forth by specific reference in such filing.

Cautionary Note Regarding Forward-Looking Statements



This Report includes "forward-looking statements" within the meanings of the
Private Securities Litigation Reform Act of 1995, Section 27A of the Securities
Act, and Section 21E of the Exchange Act, including but not limited to
statements about the anticipated use of net proceeds from the offering and other
matters. Forward-looking statements are subject to known and unknown risks and
uncertainties, many of which may be beyond the Company's control. The Company
cautions you that the forward-looking statements presented 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 information contained in
this Report. Forward-looking statements generally can be identified by the use
of forward-looking terminology such as "may," "plan," "seek," "will," "expect,"
"intend," "estimate," "anticipate," "believe" or "continue" or the negative
thereof or variations thereon or similar terminology. Factors that may cause
actual results to differ materially from those made or suggested by the
forward-looking statements contained in this Report include those identified in
the Company's most recent annual report on Form 10­K and subsequent filings with
the Securities and Exchange Commission. 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.


Item 9.01.      Financial Statements and Exhibits.

(d)  Exhibits
The following exhibit are filed herewith:

           Exhibit No.       Description
             4.2               Forms of 5.25% Fixed-to-Floating Rate

Subordinated Note due October 1,


                             2030 (included as Exhibit A to the Subordinate

Note Purchase Agreement filed


                             as Exhibit 10.1 hereto).
            10.1               Form of Subordinated Note Purchase

Agreement, dated September 18, 2020, by


                             and among Sound Financial Bancorp, Inc. and the Purchasers.
            99.1               Press Release of Sound Financial Bancorp, Inc., dated September 18,
                             2020.

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