CFSB Form 4 details $14.25 cash-out and option cancellation
Rhea-AI Filing Summary
CFSB Bancorp (CFSB) reported insider transactions linked to the closing of its merger. On 10/31/2025, each issued and outstanding share of common stock was converted into the right to receive cash of $14.25 per share without interest. The filing shows dispositions of common stock and reflects that unvested restricted shares vested at closing and were treated as outstanding for the cash consideration.
Outstanding stock options were cancelled at closing in exchange for cash equal to the intrinsic value, defined as the excess of the $14.25 merger consideration over the option’s exercise price, multiplied by the number of underlying shares, net of applicable withholding taxes.
Positive
- None.
Negative
- None.
Insights
Merger closed; equity converted to cash at $14.25 per share.
The insider report documents the mechanics at closing: common shares receive $14.25 per share in cash, unvested restricted stock fully vests and is paid in cash, and options are cancelled for their intrinsic value based on the same consideration. These are standard outcomes in an all-cash merger.
For former holders, value realization depends on the stated per-share cash amount and any option strike levels. The filing ties transactions to 10/31/2025 and does not introduce ongoing equity overhang, since options were cancelled for cash rather than converted into new equity.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Options | 14,000 | $0.00 | -- |
| Disposition | Common Stock | 16,000 | $0.00 | -- |
| Disposition | Common Stock | 5,000 | $0.00 | -- |
Footnotes (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"). 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. 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.
