CFSB CEO/Director reports $14.25 cash-out; options canceled

Rhea-AI Filing Summary

CFSB Bancorp (CFSB) insider transaction tied to closing of a merger. A reporting person who is both President and CEO and a Director reported that, at the merger’s effective time, each share of common stock was converted into the right to receive $14.25 per share in cash.

The filer disposed of 24,000 shares held directly, plus indirect holdings of 4,215 by ESOP, 17,999 by 401(k), and 5,000 by spouse, resulting in 0 shares beneficially owned after the transactions. Unvested restricted stock vested and received the same cash consideration. In addition, 64,000 stock options with a $7.99 exercise price were canceled in exchange for cash equal to their intrinsic value under the merger terms.

Insights

M&A and Equity Compensation Analyst

Merger cash-out: shares at $14.25; options paid intrinsic value.

The filing documents a merger close where common shares were converted into a cash right of $14.25 per share. Unvested restricted stock vested at the effective time and received the same consideration, aligning all equity into cash settlement.

Equity awards were treated per standard M&A mechanics: 64,000 options at an exercise price of $7.99 were canceled for cash equal to the excess of $14.25 over the strike, multiplied by the optioned shares. This reflects a full cash-out of the insider’s equity.

Key outcomes include the insider’s post-event beneficial ownership of 0 shares and liquidation of indirect holdings. Actual impact on float and holders depends on the merger terms already executed on 10/31/2025.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

McFarland Michael E

(Last) (First) (Middle)

15 BEACH STREET

(Street)

QUINCY MA 02170

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CFSB Bancorp, Inc. /MA/ [ CFSB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
10/31/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/31/2025		D		24,000(2)	D	(1)	0	D
Common Stock	10/31/2025		D		4,215(3)	D	(1)	0	I	By ESOP
Common Stock	10/31/2025		D		17,999(3)	D	(1)	0	I	By 401(k)
Common Stock	10/31/2025		D		5,000	D	(1)	0	I	By Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options	$7.99	10/31/2025		D			64,000	03/22/2024	03/22/2033	Common Stock	64,000	(4)	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger dated as of May 20, 2025, by and among Hometown Financial Group, MHC, Hometown Financial Group, Inc., Hometown Financial Acquisition Corp. II, 15 Beach, MHC and the Issuer (the "Merger Agreement"), at the Effective Time (as defined in the Merger Agreement), each issued and outstanding share of Common Stock of the Issuer was converted automatically into the right to receive cash in an amount equal to $14.25 per share without interest (the "Merger Consideration").

2. Pursuant to the Merger Agreement, all unvested shares of restricted stock automatically vested in full at the Effective Time, and were considered outstanding shares of common stock entitled to receive the Merger Consideration, net of all applicable withholding taxes.

3. Reflects transactions not required to be reported pursuant to Section 16 of the Securities Act of 1934, as amended.

4. Pursuant to the Merger Agreement, each outstanding and unexercised option immediately prior to the Effective Time, whether vested or unvested, was cancelled in exchange for the right to receive an amount in cash equal to the product of (i) the excess, if any, of the Merger Consideration over the per share exercise price of such option, multiplied by (ii) the number of shares of Common Stock then subject to such option, net of all applicable withholding taxes.

	/s/ Scott Brown, pursuant to power of attorney	10/31/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did CFSB (CFSB) shareholders receive in the merger?

Each share of common stock was converted into the right to receive $14.25 per share in cash.

How many CFSB shares did the insider dispose of?

The insider disposed of 24,000 shares directly and indirect holdings of 4,215 (ESOP), 17,999 (401(k)), and 5,000 (spouse).

What happened to unvested restricted stock at CFSB?

All unvested restricted stock vested at the effective time and received the $14.25 per share cash consideration.

How were CFSB stock options treated?

Options were canceled for cash equal to the excess of $14.25 over the $7.99 exercise price, multiplied by the number of option shares (64,000).

What is the insider’s ownership after the merger event?

The filing shows 0 shares beneficially owned following the reported transactions.

When did the CFSB merger-related transactions occur?

The earliest transaction date reported is 10/31/2025.